


CMC Agents of Providence YAY!

by jboy44



Category: Generator Rex, My Little Pony: Friendship is Magic
Genre: F/F, F/M
Language: English
Status: Completed
Published: 2020-07-11
Updated: 2020-09-09
Packaged: 2021-03-04 20:07:14
Rating: Explicit
Warnings: No Archive Warnings Apply
Chapters: 23
Words: 33,404
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/25202161
Author URL: https://archiveofourown.org/users/jboy44/pseuds/jboy44
Summary: some time later nanites turned back on one strange event later Rex finds three little fillies and two older mares. Now he has to protect them figure out what happened? why they can't Remember what happened? and deal with the normal headaches.
Relationships: Aunt Holiday/Auntie Lofty (My Little Pony: Friendship is Magic)





	1. Chapter 1

Rex was using sky slider to surf over a destroyed area as he touched the side of his goggles as he said, "you sure that strange energy signature came form here?"

on the other end Caesar " yes and trust me it's like the energy Ben's watch put it not native to this universe it's not a perfect match so probably not him or any other him as the multiverse is a bitch!"

he landed as he dropped his sky slider and made blast caster as he used the whip to knock off a piece of debris and in a moment a shocked little White unicorn screamed and Rex's eyes sparked showing no active nanites in her as he said, "Big brother I got to go! I found our unknown it's a unicorn … I am not kidding!" he then tapped it hanging up!

the little unicorn ran off only to scream when what looked like a giant mantic showed up and in a moment Rex's whip grabbed it, "hold still buddy I am not going to hurt you I am going to help you!" In a moment the blue circuit board glow on both of them and in a moment the mantis turned into what looked like a bunny and Rex let it go making it hop away.

The unicorn screamed in shock as Rex said, "hold up! Listen my name is Rex and it is dangerous here!" he said as he added, "What ever brough you here has made this into An E.V.O hot spot!"

the unicorn looked scared and confused but she jumped behind Rex when she heard something and he petted her, "it's ok it's ok can you speak, do you have a name?" She then nodded and said, "Sweete belle! And what is an E.V.O?"

Rex smiled as they walked along as after some time Sweete belle said, "it looks like your family made a big fat mess Mr Rex!"

the Teenage E.V.O then said, " yeah they did and I made more of a mess as I order the meta to never activate again, so when they start randomly turning back on I so I can't do my mass shut down command again I can still order the one's I am in contact with to turn off through! Better then the old way of absorbing the nanites with by the way you have now just breathing is giving them to you I am sorry!"

the unicorn was crying, "I DON'T WANT TO TURN INTO A MONSTER I JUST WANT TO GO HOME AND FIND MY FRIENDS AND CRY IN MY BIG SISTERS HOOVES!"

The Teen machine sighed, "I know how missing an under sibling can be little lady…" he said petting her with his hand before adding, "this is not a macho moment and I am ok with that!"

At that point They spotted an orange pegasus running and crying, "I WANT MY AUNTIES!" As she ran form a what looked like a giant metal mass of tendrils with an eye.

In a moment Rex charged and in a moment charged his whip limp with lighting and tried to use it on the E.v.o " enough out of you!" the tendrils turned into spikes shredding it. Moments later the machine fell off Rex as he said, "Ok need to think this through a bit more! This is going to suck!" he charged in using his Block party build as he screamed tackling and pinning it.

the blue circuits came as he struggled , " HOLD STILL AND LET ME CURE YOU!" Moments later the Nanites in the body shut off returning it to what it once was in this case a Zoo monkey that jumped off when Rex dropped his build!

Scootaloo then fainted at the sigh, Later on while walking after having it explained Rex was touching his Goggles as he lowered them saying, "gee man you could have told me they had energy Sensing function in this things now! And watch your langue I am putting you on speaker and our guest are little girls!"

Caesar's voice then said, "…. I hate you some times little brother! Anyway if you would ask instead of just jumping into danger head first and think about your actions!" the little brother then said, "Alpha and the killer robot with our mom's voice!"

The older brother hung up as Rex said, "That's what I though! Ok my goggles are showing me three more things where , where ever you girls come form!" he said looking around the ruined city around them as he said, "I shocked their isn't more Evos if this magic thing turns on the nanites in the area... I probably shouldn't have said that!"

in that moment what looked like Bones hand grabbed Scootaloo making her cry and scream as she tried to fly away but it got Sweete belle and Rex sighed as they grabbed his legs and he was being pulled in, "…. Bring it on!"

before long they were pulled under and were restrained by skeletons morphing pillars to hold them still, their was apple bloom and Scootaloo's aunts holiday and lofty Rex looked around bone like Evos as he said, "… and E.V.O zombies Why not! would have rathered Ben be the thing that showed up from another world, he was fun!"

while the other three were crying Sweete belle was about to say something but before he could Rex's BFS build came to be shattering the thing that restrained him making the other three ponies scream in shock.

Ben's weapon became buzz saw mode as he ran around slashing the undead Evos as he hit a button and said, "Bro your on Speaker! Fighting Zombie E. under ground! They are pure bones thoughts smart guy!" he said as he slashed through the horde only for them to pull themselves together, "As I am not getting anywhere here!"

Caesar was in the case as he typed and said, "I got your location and the nanite signature it appears the thing your fighting are drones like an Ants serving a much large one below you!"

Rex dropped his sword build and ducked as he built his cannon as he load it form the wall behind him and fired it below as he said, "… yep that's what I though!" he said jumping back to reveal below the hole was a large brain with an eye making Scootaloo's aunts faint!"

he then built his left funchuk and hit and jumped down hitting the ground sending out the shockwave right on the brain knocking it out and making the bones stop frozen as he made the blue circuit board as nanites turned off creatures and animals came out of it as he said "Gross it's a fusion of other mutants!"

the older brother said, "I pet it looks gross as it it's freaky is it gross!" Rex' responded in Spanish " tan asqueroso como esa vez el abuelo se cagó a sí mismo y se derramó de sus pantalones!"

the older brother then let out a "EEEEEEEEEEEEEEEEWWWWWWWWWWWWWWWWWW" In a moment it was done and the thing was gone making the bones fall over freeing the ponies as Rex dropped his build and panted holding his legs. " vital check are my Bio metrics low as low as they feel?!"

the brother then said, "Lower man! That put so much of a strain on you! I am shocked you are even still standing man!" Rex was shaking as he climbed out of the pit to the ponies, "yeah me too can we get pick up before something else comes out to try and kill us! Because I can't fight back let along cure it!"

he then heard an evil chuckle as he gulped, "…. And please don't let that be the creep I think it is!" he turned around and Saw Van Kleiss.

the enemy held out his metallic arm holding what looked like a baby bird, "Oh Rex so good to see you again it's been too long my boy! And such interesting friends!" he said as his gauntlet turned the bird in to a large Evo.

with a spinning drill beak and mouth on it's stomach standing human sized and charging making Rex avoid as he panted, "Really dude? Attack me when I am to tried to fight back!?"

Van Kleiss then chuckled, "Sorry Rex as much as I will always think of your parents as a dear friend and an honorary sister but I need the Omega nanite beating in your chest allowing you to still use your powers with out the meta. So sadly I am going to need to slash you open and rip it form your cold lifeless corpse!"

the three fillies and the older mares hugged in fear as Rex was pinned as he struggled, "…. Yeah how about no!" he said as he made the Block party at a smaller size to block the drill tip as the mouth roared. The whole time the older brother called out, "REX THIS ISN'T GOOD DO YOU KNOW HOW MUCH STRESS YOUR PUTTING YOUR BODY UNDER!" The young evo dropped his shield and made his punk busters at a very small size knocking the bird off as he jumped up holding his sides.

Rex held his side with his left hand as he made his smaller sword to block a drill strike, "Yeah I feel it but if I don't fight back I'm dead anyway and So I am in a very bad place Bro!"

the older brother was panicked as he typed, "hold on Rex I am going to try something I've been walking on a knock out field that works by effecting nanites you the traitor and the monsters around you should black out, our alien guest don't have enough nanites in them So I am trusting you all to get my little brother out of their!" he then hit a button and in a moment form the base a ray fired.

it traveled and hit the area making all the E. Black out as Rex said, "…. How long you had that?" while passing out

When Rex woke up he was on a table in a lab with holiday looking over her Sweete belle at her side, "See I told you he would be ok!" She said happily petting the unicorn.

Rex got up sitting up as Sweete belle said, "Scootaloo's aunt lofty flow you out and her wife holiday drug you to that metal bird like machine! Are you ok Mr Rex."

the evo got up stiff moving like a robot for a bit, "I think Give me a moment!" he made his smack hand with his left hand as he said, "yeah I am Good!"

Meanwhile the older brother was watching Kleiss bang on a new bug jar shield as he said, "Suck it!"

to be continued.


	2. Chapter 2

Six was walking when he walked in to see Doctor holiday have a tea party with Scootaloo Apple bloom and Sweetie Belle and he adjust his sun glasses and said, "… didn't think you were one for this Doctor!.. anyway have you Seen Bobo?"

the doctor nodded know and six walked off saying, "she is pretty when she lets her girlish side out!"

that is when Lofty and Holiday ran bye hiding behind him as he pulled out one of his magna blades only to see Bobo walking up saying, "I need a new simian undergarment !"

the sixth most deadly man on the planet held his nose and said, "yeah how about you learn to use the can like a person! You can talk! If you can have a conversation with a person you shouldn't be in diapers!"

Meanwhile in the lab.

Rex was bouncing a ball against the wall and catching it while talking to his brother, "so gave up on this magic study thing big brother?"

Caesar looked into a microscope as he said, "for now earth tech is to low to understand it under then as a form of E equals Mc squared! So yes but only for the now hermano menor!"

the E.V.O then spoke up and asked, "Any idea what made the nanites turn back on after a year?"

the human scientist then held his chin, "Well one thing you passed up Bobo, yourself , and thanks to breach out of some sense of honor helped Kliess, Beowolf and skalamander avoid it you didn't cure All the Evos. And Kliess can activate Nanites easily so that can explain a few. More can be explained as I had Sweetie belle use magic to pass me a jar of nanites and they all turned on form it!"

Rex held his chin, "So what ever they can't remember that brough them here is what made that city go E.V.O and form the new bug jar just great! That's why she galloped passed me crying! Wait then why the hell aren't the nanites in the ponies all active making them go E.V.O then!?" he asked catching himself!

the older brother hit a button and smiled as he showed some Green nanites in a jar, "this are the ones form the ponies I studied their magic changes the Nanites programming I've been able to gather they are studying our world and their biology! They are on they just haven't figured out how to mutate them yet!"

Rex caught his ball as he said, "So delayed e.v.o transformation got it! and as the things will just turn back on thanks the magic in the system My remains of the meta turn off command would be a time waist making them incurable when they finally do pop!"

Caesar nodded "as he said, "Big time but on a happier note my drones confirmed something Rex! There are no traces of our parents bodies! Anywhere on the planet!"

the younger one yelled out, "Mama and papa could be alive?" he said smiling crying as the older brother smiled and held out his arms and the two had a happy hug while crying like babies.

Later on their was a cry of screams and in a moment Rex Ran into the rooms set up for the ponies he kicked It in with a punk buster as he said, "WHAT'S WRONG LADIES!" he then turned red and dropped his build covering his eyes as he said " sorry Senorita!"

Later on the ponies in their new Anthro bodies were in white sundress the only cloths they could find.

the Cmc were red standing on their two hooved feet shaking while Scootaloo was smiling her wings were full-sized so she could fly.

Lofty was looking at her chest with was about holidays size then to her wife's who was bigger red as she said, "I don't know why I am enjoying this! And I am ok with that!"

Caesar was measuring the girls highs , " your average human height for ten year old girls , yet the grown ladies are eight hoot, but take away the hooves fur and other pony parts your inside and outsides are now completely human!"

Apple Bloom fell over leaning on a wall as she said, "neat! Now cans you have your little brother cure us please!"

Rex sighed, "Would if we could but magic turns Nanites on! Grant your magic activate nanites have a delay between turning on and mutation but my cure would just be for a little while there is no point in it sorry! You'll just have to get use to it! At least you'll fit in better here!"

before he could say anything else he shivered a red portal opened up and Rex made his jet back to hover , " the breach willies work again! YOUR NOT GETTING ME STALKER LADY!"

In a moment a portal opened up below apple Bloom and Caesar , Rex dropped his backpack as they fell through and said, "If we aren't back in a few hours hope we died! Hope we died!" he said falling making them closed as the four ponies hugged in fear.

In a moment Rex made his hand glow with circuit boards as he walked around a tunnel to see Caesar holding a crying applebloom and Rex looked to a building it was an old fashion school house as he gulped, "I take it that's a bad omen!" he then looked down to see the E.v.o slug girls head and he gulped, "Double bad Omen!"

he made his Bad Axes as he said, "Ok WHAT DO YOU WANT BREACH!"

Breach's head then popped out of the walls everywhere as she laughed and said, "I am just passing along a message shiny boy!" on her head was some kind of purple star symbol as she said, "she remembers and soon he will remember and I remember!"

In a moment She vanished and What looked like a robot with massive fist no head on a wheel rolled out and Rex charged out spinning his Axes around rapidly slashing it apart before he hit a wall revealing they could see the base form here. "what?" he seemed confused.

In a moment Breach's portal closed around her heads making them fall to the ground bleeding making Apple Bloom scream in horror while hugging the older human.

Rex just used his Axes to slash a whole big enough to get out, "Ok this is going in the nightmare vault! What do you think this all means Brother!" he said before making his Rex ride and dropping his Axes.

Caesar was helping Bloom on the ride as he said, "I can think of a few things none of it is good, none of it is something I want to say or think about!"

As Rex drove back to the base as he fearfully asked, "…. Does the thing you don't want to think about relate to the fact you just found hope mom and dad are alive?"

the older brother then let out a sad, "Do you really want to hear the answer to that?"

The E.V.O then sadly ", no hermano mayor!" as he drove off through the sands.

Meanwhile in Equestria while the town was buzzing about Ponyville's school vanishing with everyone in it.

Fluttershy was in her cottage when she spotted a shaking discord who said, "She's back Fluttershy!"

the element of Kindness looked confused but Discord grabbed her and opened images as he said, "I can explain she is the one behind the school it's a long story it begins Back when I was human! I only got this memories back recently like her, but it starts when I was a young make human named Rafael Salazar one day I meet a woman named violeta who would later become Cosmos."

to be continued.


	3. Chapter 3

The next day Providence was blacking out a clothing store as the ponies turned anthro E.V.O were getting cloths, the cutie mark crusaders, walked out dressed like their humanselves.

Lofty walked out in a sweater the color of her old one and a dark blue ankle length skirt and flats. Holiday walked out in her scarf a yellow tank top blue bell bottom pants and middle heal sandals.

at that point a green car raced in and grabbed Holiday making Lofty scream, "WHAT THE FUCKING HELL!?" she covered her mouth at the human curses she just used.

Rex sighed, "Green fist an E.V.O rights group that just don't seem to have common sense!" he then took off with his rex ride down after the Car speeding away.

In the back of it a tied up Holiday said, "Me and my wife were their by choice you nut jobs are the kidnappers here not Rex!"

before they could do anything someone said, "Rex gaining on us!"

That is when Valentina came out swinging a Bola and when it hit Rex he just knocked it away with a left smack hand to her shock as he caught up and trade his ride for his back landing before changing form his smack hand to a bad axe on the right arm and block party on the left as he said, "yeah got some upgrades sense then!"

she then throw a toxic flower only for Rex to block it with his shield as he used the Axe to stab the roof of the car and cut it open she tried to strike him with a whip only for Rex to Block it with the shield as he said, "Do you not see the shield lady!"

he then trade his axe for the whip and grabbed Holiday out of their to him, as he said, "It's odd you have the same name as Doctor Holiday , Holiday I guess we'll have to call her Rebecca!" he then used his block party's shield edge to cut her ropes before trading his whip arm for his sky slider and grabbing the pony and flying off.

the Pony woman held on to his as she said, "EARTH PONIES DON'T FLY!"

Rex then dropped block party as he said, "yeah And humans don't grow high tech robotic weapons and alien's are fake!"

Holiday blinked and before she could ask Rex said, "Teamed up with one form another dimension his name was Ben! He turned into this blob thing and fused with me! It was creepy!"

Later on in providence Doctor Rebecca holiday and Caesar were working on something and they finished and he hit a button on the side of his goggles and said, "big brother to little brother Big up Rex!"

Rex Meanwhile was roped in to a tea party with the CMC and he was sitting at the little table drinking Tea as he looked to Noah and said, " Take a picture and or tell Bobo and you are saving yourself next time!"

Noah put his phone away as Rex's Goggles sound and he hit the button and said, "What's up big brother?"

doctor Rebecca holiday then said, "What's up is we finished what we were working on Rex, A tracker that can track this magic thing and we programmed it to turn a blind eye to ones in the base."

Scootaloo rolled her eyes and she said, "And what does that even mean?"

Noah then said, "the computer can now find you lot and others of your kind like the missing one form the school house!"

Sweetie belle spat her tea out and yelled, "YEAH COMPUTERS!"

Caesar then spoke up again, "And me and doctor Bonita found some already but your not going to like the location!"

Applebloom had teary eyes as she said, "Please tell us mr! those are our friend!?"

Rebecca then said, "that badlands home of Gatlocke the road pirate!" the little girls eyes widened.

Rex then rolled his eyes ,"I hate that guy!"

Later on Noah Rex and Bobo were in a truck and Rex tapped on the back, "I know you three are back their so just join us in the front!"

the door thing slide open as Scootaloo said, "their isn't enough room!"

Noah blinked, "why am I here and what is the plan?"

Bobo then point to Noah and said, " meat shield, and plan simple in the back is a container or some of Rex's activate nanites and I twitted about it! becoming an Evo with them will be something no Road pirate will want to pass up it's worth billions!" he then looked into the rearview as he said, "And there are those road pirates!

Apple bloom in the back was holding the Container as someone cut the door open and one of the gang said, "boss they got three more of those funny Evo's in the back!" in a moment a smack hand grabbed him and throw him away and Rex came in to view.

he dropped the build and took the jar and petted the ponies head," I'll get your friends back!" he then jumped out and build his blight back and flow off to Gatlocke who was shooting at him with his arms laser mode till he held out the jar.

the cyborg stopped as Rex land on the jeep dropping the build as he said, "this nanites come form me Gatlocke you want them and your minion confirmed you got the Evos we want! So here's the deal them for the jar!"

Gatlocke smirked and said, "you drive hard bargain but I'll take it! now give me the jar!?" he held out the hand. Only for rex to hand him a sigh that he then read out loud, 'you're the bad guy you'll not give me the evos if I give you the jar stupid! Evos first then you get the jar!"

the road pirate returned his robotic arms to normal as he point at him, "Smart butt have we! Ok then! Radio your truck we'll meet!"

later on at the Anarchist camp the group was waiting as the mission students and the teacher Ms Cheerilee dressed in rags came out and Gatlocke said, "come on go go go! Sooner your over to their side of the line sooner I get my nanites!"

when the last one was on their side Rex throw the jar and quickly to the shock of the ponies build Block party as he said, "and now time for you lot to Run Bobo I am trusting the henchmen to you and noah!"

Noah pulled out a gun as Gatlocke opened the jar and drank it and in a moment red circuit lines ran through his body and his eyes glow read making everyone jump as what looked like two Twist three fingered grey alien looking arms popped out of his side they head read circuit patterns.

the left arm changed and altered so it was on his back as a Slam cannon and he smirked as he made a bullet with the ground behind him and fired on Rex who summoned Funchuck and span it around to go and hit him!

Only for Gatlocke to use his left robotic arms shield to block it as he smiled, "I HAVE YOUR POWERS SO COOL AND GETS RID OF MY EVO ENVY!" he smiled as the other arm became a smack hand in red and Rex used his shield to Block the strike as he changed his fun chuck to Blast charger to whip at him!

But Gatlocke used his other robotic arm to block it as he smiled and changed both his new Evo arms into big fucking swords, his were red and shaped more like scimitars as he went in to slash with his robotic arms in blade mode as he said, "four swords!"

Rex had to switch to two Block parties as he smiled to see the henchmen falling thanks to Noah and Bobo as he said, "and your out gunned!"

that is when a two blade staff weapon span around and slashed off one of the Evo arms on Gatlocke making him scream as the weapon returned to show six standing on the top of a cliff.

his remaining arm became Smach hand in drill mode to try and strike at Rex as his left robotic arm became a blaster as he fired on six who was using his staff to deflect the blast and he said, "this is hardly far!"

he then made his other robotic arm into a shield to block a shot form Noah with allowed a red shot to him in the back and he screamed.

Bobo smirked as he said, "That'll do it!" Six then throw his staff again cutting off the remaining Evo arm!

Rex then smirked and tackled the Cyborg and smiled as he tackled him his right arm still I nblock party mode and grabbed him by the neck with his left!

Watching form the cliff side Scootaloo said,"… I love this bad were he takes the evil things powers away!"

Gatlocke struggled using his robot arms to slash and fire on Rex but the shield protected him as he said, "I don't love this!" He said as he glow white before returning to normal Depowered as Rex smiled as he jumped back, "now your out gunned and out manned!" he said making his arms go to Smach hand mode as he point with one of the large metal fingers, "What's your move mr lost his powers!"

Gatlocke charged his arms to blade mode and charged, "GO DOWN FIGHTING LIKE A PIRATE SHOULD MATEY!" he was then knocked out with one metal left hook!

Rex dropped the build and hit the side of his googles and said, "yeah big brother you were right even to the part were he would drink it! witch is gross as it was technically a jar of my blood!""  
Meanwhile in Equestria.

discord finished his story to a dizzy Fluttershy who held her head saying, "That was a lot to take in Discord you a scientist and a dad!"

that is when Rainbow dash walked in to hear Discord was a father and she backed up saying, "Nope nope nope!"

to be continued.


	4. elements of insanity

In the base rumble now dressed like his human counterpart like most of the newly saved pony E.V.O's are. Was looking at the CMC as she said, "How can you be some calm we are in another world with omnivores run the show were anything could turn into a monster!"

Apple Bloom then said, "because we know Rex and trust him!" Scootaloo continued, "he is more epic then rainbow dash!" Sweetie belle then added, "I trust him no matter what!" She said sounding love struck.

That is when they heard a yell and they ran to see Noah looking a strange looking machine that looked like it came out of a modern art and Rex sleeping at the foot of it as he kicked him and said, "Rex woke up man!"

the Teen got up snorting a bit, "I'm up!" he then looked at the thing and said, "What the? How did I get out here?"

Bobo then hopped out of a window and said, "I saw you! Late last night your eyes were glowing you got up and walked outside like a zombie! "he said holding his arms out.

Sweetie belle blinked and asked, "So Mr Rex is sleep walking and sleep building."

Scootaloo tilted her head and said, "is this like wetting the bed with your super powers?" she asked and Rex jumped at the question.

Apple Bloom did a hand stand and said, "If you look at it form upside down it looks like discord doing a handstand Y'all!" rumble flow and turned upside down and said, "it does."

Later on that night!

Lofty was walking around in blue pajamas were she notice Rex's arms out and his eyes glowing walking out side blinking as Silver spoon and tiara popped out in pajamas and she said, "I can't believe I am going to follow him!"

They followed him back out side to see strange parts grow form his body and hooking them on to the machine.

Caesar was outside in his pajama drinking a hot cup of hot chocolate holding his hand held computer as he said, "this is not sleep walking this is hacking !"

the ponies blinked as the older brother and he said, " mi hermano pequeño is part machine thanks to his powers, hacking means to force a machine to be remote controlled even if it wasn't meant to!"

tiara blinked and said, "so the super stallion is being controlled like that toy car the colts all fight over!" she sounded scared and nervous.

the older brother then said, "See. But it doesn't seem to be with evil intent if anything thing it seems to be a try to communicate. When I was trapped out of time and space I did the same thing to try and reach Rex, I had him spawn parts for a beacon that would pull me back and tell me where it was I felt so dirty after and got right of how I did it but this is a different way. Something stranger beyond my understanding, I want to say it may be our one of our parents. I just wish I could figure out this machine who ever it is is having Rex build."

Silver spoon waved a hand in front of Rex's face by jumping up but he walked around her, to put another part!"

the older brother said, "the kidos said it looked upside down…. I wonder! Lofty I need a lift!"

In a moment the mare was carrying the older guy in the air and the older brother took a picture and said, "that will do!"

once landed he charged the picture on his screen and turned it upside down to see the first parts of the machine were letters spelling out, "Help."

Everyone's jaw dropped as he said, "it's not a machine it's spelling!" At that point Rex woke up shaking his head as his brother showed him the picture, "what do you think brother?"

Rex blinked and said, "…. I feel like a type writer." He said stumped by it as he held his chin, and added, "…. I am getting some stuff form all this and I am not liking were it is leading…" he said heading back inside as did everyone who were now worried.

Meanwhile in Equestria things were a mess.

Fluttershy was a little butterfly fairy thing as she was with all the other elements minus Twilight with Discord.

the lord of Chaos said, "that's all I can do!" he panted, "I feel so drained drying to send that message. But Cosmos has the princess big mac and Zecora as fill ins for her currently trapped real body I don't like were this is going!"

Fluttershy who was a bug said, "I don't either she has the elements what will she do?"

Rainbow dash shivered as she said, " yeah and a jar of discords blood what will that do with that gross thing?"

Applejack was shaking, "Ah is so happy my little sister isn't here!" she said the land was in more chaos then discord ever did.

Pinkie pie who had her mane flat and looked depressed, "I second that!" she said smirking with a knife in hoof, "I am glad the foals are safe around discord sons! It saves them to surffering!"

Rarity took a few steps away form Pinkie as she asked, "well discord you know your Ex-wife you should be able to tell us what she will do with the elements parts of our tail and your blood."

discord sighed as he said, "I am to tired for a chart but as you know me and cosmos use to be humans till our nanite project blow up in our face to stop it form being used for evil. The nanites are small machines that are inside our bodies changing us form the inside out. with out a guide it let to us becoming what we were but they reacted and got stronger form your worlds magic. My blood is full of nanites looking for a new host. The tail hairs she took holds your DNA the blue prints for making you! And only you can use the elements."

the ponies blinked before he sighed and said, "using the nanites and my blood so can turn those little piece of fur in to copies of you that are evil and will work for her!"

they all gasped in horror.

Meanwhile in Canterlot castle now upside down and hovering.

the cosmos controlled Celestia smiled, "Elements of insanity sound off.

A darker purple Twilight with a red high light instead of pink with a Cross for a cutie mark said, "brutalight Sparcakes elememnt of savage."

A copy of Rarity who was paler with bright pink mane and tail wearing a purple military hat and a black thing on her front left hoof with looked to be made of crossing leather bands, her cutimark a purple apple with a diamond in it."Rarifruit is here and looking lovely as the element of Greed"

a litter furred Fluttershy with red mane white tail cutie mark of pale blood covered butterflies wearing a large red and white striped top hat smiled and said, " fluttershout element of crazy! Ready to raise some hell Cosmos!" she laughed evily.

next was an paler, greyer version of Rainbow with strange metal antenna for ears and her front left leg for a moment morphed into a mini gun before returning to normal, "Rainbine! Element of suffering!" her voice sounded robotic, as she looked to her all grey version of rainbow dash's cutie mark.

a red version of flat maned Pinkie pie with cupcakes on strings for a cutie mark then said, "Pinkis cupcake element of bloodlust!"

A hatless brown furred version of applejack with green eyes black mane and tial cutie mark of red and white pills with apple symbols on them happily said, "Applepills element of addiction here and ready lady Cosmos!"

to be continued.


	5. Chapter 5

In his Mobile Lab Caesar was with Rex and Rex opened a trunk and out popped applebloom, Sweetie belle Scootaloo Lofty and her wife holiday.

Caesar face palmed, "How even? You know what let's focus on what we are doing slash going too! The jungle of Africa had a spring of Evo who became Anthro much like our guest form zebra to jaguars!"

apple bloom gasped for air, " ah's sorry Lofty cut one!" the adult mare looked ashamed as he then said, "What's is y'all saying sense it worked like with us you thinks magic could be, behind those their jungle Evos?"

Caesar petted her head as he said, "yes but work on your grammar it's giving me a headache! Ocd I can't help it!"

Scootaloo blinked, "Ok why isn't the monkey with us?" the two brothers then said, "he hates slash is scared of the jungle!" the Evo ponies had a what the hell look on their equine faces.

They then landed and Caesar grabbed a blaster backpack and a hip mounted scanner as he said, "Ok let's work together for it! Lofty Scootaloo you both can fly right?"

Scootaloo happily spread her now larger wings and flow for a bit before landing, "thank you nanites!" she said happily as he throw the scanners to the two pegasus.

Rex then said, "you hit the red button while flying to scan if it gives you a green dot hit the green button to call my brother as you found it! Apple bloom Sweetie belle will go with me! No safer place and I guess Holiday with my brother"

they then broke apart as the elder brother said, "We meet back here in an hour! The things have a map to guide you!"

Later on in the air scootaloo's thing turned green and she hit a button and said, "found it found it?"

below rex hit the side of his goggles to say, " yeah I see you to so we'll head their!" soon he AppleBloom and Sweetie belle came to a valley where it looked like anthro animals were chained in what looked like a death camp with others whipping them to make them dig and Rex growled, "NO WAY!" he then jumped in with his smach hand and start hitting the tribal dressed Anthro animals

When the fillies screamed and turned making Rex look up and summon his boogie pack to land in front of them to see a pegasus noun anthro with a glowing red eye and glowing green eye.

Sweetie belle was shaking, "Fluttershy?"

the mare laughed, "No I am fluttershout! Her corrupt magic made Evo clone made form a piece of her mane discord nanite rich blood and the currpted element of kindness, of the elements of insanity I am cruelty!" She then opened her mouth to let out a super sonic shout.

Rex had to drop his builds to use Block party as he yelled out, "WELL FUCK THAT! Wait discord has nanites!?" he asked as he was sliding back with the girls making him grab them and use his skyslider to make a quick get away as he said, "Ok so Discord is an Evo…. And form what you told me …. This isn't looking good a bit…. Wait who make this things?"

the fillies were to scared to responded but Rex landed them to lofty and said, "Take the Fillies I have an evil clone of Fluttershy to fight! And I am pretty sure Discord may be me and my brothers dad now!" he said flying back down only to Land to find her gone.

Rex stood on guard summoning his smack hands as Fluttershout, "My slaves ran away thanks to you! It'll take forever to round them back up and start digging this pit!" that is when he turned only to be blast aside by the sonic scream blasting his build off.

the mare was growling as she came out looking more like a predatory animal then Fluttershy, Rex summoned is Fun chucks as she said, "If Cosmos didn't want you alive I would rip you in half!" she then yelled Again blasting Rex back into the pit his build braking.

As he fell he grabbed a edge as he said, "Cosmos? Please tell me she isn't a yandere?"

the mare land as Rex pulled himself on to the walk way down and she asked, "Does wanting to destroy everything so her family has to be hers make her a yandere?" she asked sounding cute and sweet Rex nodded yes and she let out another sonic scream.

Rex was blasted send rolling down the bit were he rolled all the way down below to it's lowest point as he got up, "fuck it's hot down here! Most be close to the mantle ….. Wait that's all lava….. your making a super volcano!" he said as Fluttershout walked up to him and let out a smirk before saying, "Look he figured it out!" She then screamed again knocking him into a wall.

Rex tried to make a build but it broke as the mare looked at him and he said, "I can't build my head is killing me! …. You fried my building powers with the screams Temporary but fuck!"

Fluttershout then said, "and now I'll hit you hard enough to knock you into a coma so you'll be out of the way and alive so I can complete my plan it's a shame lady cosmos can only send us one at a time brutalight would have made this so much easier!" she then went to scream but the roar of a lioness was heard and she froze as Rex Blacked out.

when eh came too he was in a cave getting up he made his smack hand appear on his left arm as he said, "Ok back in business!" he then noticed his savior.

she looked like an anthro lioness with light fur long tail easily eight foot tail with a lion like face dressed in tiger skin top and lion cloth, She had orange bandages around her legs and arms holding a spear with an obsidian spear, he knew she was originally a lion as he got up and asked, "Let me guess your my savior!"

the lioness finished removing the remains of a chain collar form her neck as she said, "Yes I am Lioness! I saw your fight if not for her scream you could have ended the tyrant queen! You are our best hope! My roar freeze other beast like Me Please help me!" she said putting a hand on her chest.

Rex blushed as he took notice that she had a figure that a model would be jealous of as he said, "I will!" he notice his goggles were gone when he touched his head, "… after that I'll need to find my group! And we have to worry it's not just a slave pit you were daggering if it gets any deeper it'll probably become a volcano!" she gasped.

the lioness bowed, "I know the ways follow me!"

Rex grabbed her as he made his boogie pack, "NO TIME FOR WALKING FLYING!" he then took off making the woman grab him in fear yet under her fur she blushed as Rex was clearly an Alpha male, with had her instincts going.

when they landed at the pit to see Fluttershout using her scream to blast it deeper he called out, "one thing fluttershout! Does cosmos have the same powers as discord!"

The Fluttershy copy smirked and said, "Cosmos is much stronger than discord but yes she is and proof the female is deadlier then the male! If she wasn't stuck between dimensions She would rip reality apart!" She then notice Rex charging with big his funchucks and she opened her mouth to scream.

But lioness roared making the mare freeze as the funchucks both of them hit her in the jaw braking it!

The mare stumbled back unable to speak let along scream now she tried to fly only for Rex to change to smack hands and grab her and in a moment his eyes closed, "I AM TURNING YOUR NANITES OFF!" In a moment it happened but making the clone brake apart in to what she was made of a match of Fluttershy's tail discords blood and the element of kindness with Rex caught as his hands returned to normal.

he closed his hand son it and said, "Come on Lioness, Come with me? We could use the help!"

Lioness blushed and she hugged him and said, "Lead the way my alpha male!" Rex turned red.

Later on at the Lab Rex was walking up with Lioness and the element as Rex's brother ran up and hugged him as Rex said, "Got some bad news but first we need to Lock this up someplace say to keep the radiation they call magic for making more Evos… Also this is lioness she is coming with us!"

Caesar held his chin , " Cat girl…. Living the dream…" was all he said making Rex turn red.

Meanwhile a universe away

Cosmos was using Twilight as a mouth piece to talk to the other five elements of insanity ,"for shame fluttershout failed epically and it'll be days till I can punch another hole to send one of you there, well I was my baby boy she was facing so I can't be hard on them After all he is a fighter like his mommy! Ok who will I send next…. I think you'll do Rainbine, you mission will be the alpha Nanite but first I am upgrading all of you so that cat girl's roar won't make you freeze for a few seconds!"

to be continued.


	6. Chapter 6

The next day! Lioness was in a providence lap Roaring and the Roar made Bobo freeze and Six was timing a few seconds bobo screamed before grabbing a bag to breath in to as he yelled, "THIS COUNTS AS A HATE CRIME!"

six looked at the stop watch, "Ten seconds! That's how long your roar freeze Animal like Evos even you!"

Lioness blinked and Six said, "it means you are as open as the enemy! Go ask Caesar or Dr Rebecca holiday the human not the pony, to make you some ear plugs to protect you form yourself!"

Later on Rex was sitting in a chair lioness was on the floor head in his lap and he was petting her and Noah walked by and said, "…. We get it you end up dating a cat girl you can stop rubbing it in."

the E.v.O Teen said, "rubbing it in I am trying to wake her up with out getting stretched to hell I have to pee so got bad!" he said biting his lip!

At with point bobo walked by drinking water while singing a song about rain and dancing and singing in it making Rex flip the monkey off as he said, "Screw you Bobo!"

bobo then smirked, "AFTER I HAD TO RELIVE THE FEAR OF BEING FUCKING LION FOOT FUCK YOU!" At that point Lioness ears twitched and she jumped up roaring and pouncing making Bobo run away creaming in fear as the cat girl dropped to all fours chasing him as he howled, "HELP HELP! HELP! I NEED THE BABOO WITH THE FUCKING STICK!"

Rex how ever was long gone and a loud flush was heard, Noah held his chin and said, "he most has really had to go!"

Later on in his room Rex was bouncing a ball against the wall as Scootaloo walked up to him and said, "Can we go somewhere it's boring!" she yelled as rex caught his ball.

Rex threw it again and said, "Really boring isn't something I get much of so this is the time of my life for me! A day with out almost dying or saving the world!" he then caught the ball and throw it, "beside that fluttershout thing pretty much said My dad end up being discord!" he then caught it and said, "And his stronger crazy stalker Cosmos is not only the bad guy but my mom! So I am going to need time to process the bad guy who I need to punch in the face is my own mother!" he said throwing it and coughing it.

Scootaloo's eyes widen as he threw the ball again and said, "Also knock first! For all you know Lioness could have been in here with me! Also have you see her? I hope she didn't eat Bobo for waking her up! Cats are mean when woken up before they are ready!"

Meanwhile.

Bobo was limping down the hall he walked past Agent Six and Rebecca holiday walking into a closet together as he held his bloody left arm he said, "Oh great everyone's happy but me! Stupid Cat!" he called out.

That is when he was grabbed and found himself in some kind of Room at a desk was Beowolf and bobo jumped and beowolf said, "relax this is recruitment drive!"

bobo looked around and said, "No then I would get beat up by Rex Also the fuck am i?"

Beowolf point to his new office and said, "Breach is headless not dead! By hooking a computer into her neck stub we can made her body a drone to allow us to us her powers we are inside her little town and if you don't join you will be stuck here forever!"

bobo blinked and said, "Do you have anyidea how creepy that is!" he said just horrified as he backed up and looked up to see breach's headless body with what looked like a laptop screen sticking out of the neck and he blinked and said, "….. I have no words just nightmares."

At with point a portal opened making the monitor fall through then another one opened and breach's head appeared landing right on her body and she cracked her refused neck and bobo blinked and nodded, "just keeps getting worst!" he said to shocked to show fear.

In a moment a portal sent Beowolf away as breach said, "Hi bobo! "

the monkey backed up away form her to the desk as he said, "STAY BACK!"

Breach then said, "I won't brake what is mine!" she then opened a porta leaving bobo trapped. The monkey then waved, "I've had a nice ride but I'm dead bye kids! Go fuck yourselves!"

Meanwhile Rex was walking around when Lioness tackled him knocking him to the ground and she started snuggling and purring and he petted her head that is when the pony Mr Cheerilee walked up and jumped at the lion lady only for Rex to shiver as he said, "the willies I only get that form breach but she's…"

she then walked out of a portal "Recapitated!" in a moment a portal opened under the three and they fell through.

What seemed like hours later Rex was waking up with them he and lioness were in Desk Cheerilee at a teachers desk creepy life sized dolls In the seats and as the ladies jumped, "Great back in Breach's pocket dimension!" he said getting up.

the ladies looked confused as Rex made a smack hand to open a door as he said, "to put it simple Breach's portal powers work by opening portals to and from a place only she can go to. This is the midpoint if you will! And she keeps things she collects here! With is mostly a town! Famous for being the first totally environmentally friendly town!"

the Two ladies followed Rex Lioness hiding behind Rex with the pony mare, all three held their heads as he heard a voice saying, "so we meet again!"

Rex hit his new goggles side and said, "guys we got portal napped by breach and I don't know how but there is a repowered no face here he is in our heads! So if you could kindly catch Breach and get her to spit us out please!" he said as he made his blast charger.

outside the town Noface who now had a yellow hand print upon his face was speaking in her head, "Van Kliess touch restored my powers breach trapped me here! With all this other Evos he repowered!" he said looking at the roaming bug jar Evos who are now all covered in his hand prints, "Van Kliess is elsewhere so you are mine! Yet I can not kill you!" he said looking at the pam of his hand to see a six pointed purple star, "As I am now Cosmos's Vassal!"

Rex who was in the school blinked as he said, "Can someone please tell me what Vassal means?" he and Lioness looked to the former teacher.

the mare said, "it means a person or country in a subordinate position to another. Or in short he can't go against the rules she set for him!" She sounded scared.

Rex then spoke up, "oh look I hate my mom Too now! She's a fucking bitch! She crazy reality bending monster stuck in a place like this! I know you want Freedom, out and to get away form her! Trust us we want the same thing Noface so how about we make a truce! Once we escape we go our seperete ways and save the hero villain stuff for another day?"

Noface then said, "she doesn't want that she won't let us do that! She wants you contained safe for when she brakes free to destroy both worlds to make a home for you and the rest! We hates her we hates you but we hates her more!"

Lioness was shivering at the voice in her head as she said, "and me with out my spear! I would feel so much safer with my spear!"

Rex broke a door down with the blaster charger, "and I would feel safer if someone back home would answer my calls!" inside the door was a shrine to Rex with lots of hearts paint in blood on pictures as he said, "…. Going to see that in my nightmares!, Well sense you're all we got keep talking No face!"

No face then spoke up, "We hates her more then you! We hates your whole family! We want Freedom we want the thing so we may leave!"

Even the ladies got that one as Rex said, "I am not under my mom's control Tell me what is this thing that will let you leave is !?"

to be continued.


	7. Chapter 7

Before long a punk buster kicked down a door as Rex Lioness and Cheerilee walked out in to the end of the world scape seeing Evos everywhere and a bright pink six point star in the sky as Rex said, "… I think that is our way out!"

Lioness was stunned, "they haven't attacked why?" Cheerilee then screamed, "DON'T ASK WHY THE MONSTERS AREN'T TRYING TO KILL US JUST BE GLAD LADY!" She then breath into a paper bag.

Rex blinked and said, "they are the bug jar Evos Bugs hardly move out of their territory I think Cosmos she who probably is my mine made them so they can't leave areas just like one! As such the Evos Can't come to the school or to the Exist she made! Making them only to keep us form crossing their lines to keep us or well me in here!"

No face's voice said," And he figures it out! smart! Most were people like me the lion lady's roar will do nothing to our numbers we are trapped and so will you!"

Rex then tried his googles, "Big brother now would be the time!" they then saw a light that went on and off sending off a message "That's Morse code, it reads that Monkey can talk….that's what I said about bobo as a kid….. shit bobo is here! Ok we need to rescue him and make it to the end that makes this harder!"

The teacher lady then yelled out, "CAN'T WE JUST LEAVE THE MONKEY AND YOU MAKE ONE OF THOSE FLYING THINGS AND WE RUSH FASTER!"

Rex point up to see circling flying Evos in high numbers, " Not going to happen! Look they aren't following us let's take a moment to arm ourselves!" he heard metal ripping and notice lioness had taken part of the spiked metal fence ripped it off to make a make shift spear. " Dam Girl!"

the teacher was panting and scream as Rex said, "Lioness Calm her down! I think I saw some providence gear back their!"

Later on Cheerilee was dressed in Pawn gear holding a gun, "Do I even want to know what this stuff was on?"

Rex then said, "big puppet made of plastic!" he said teaching the gun as he said, "their it's rearmed pull the trigger and what you see through the scope is shot the belt has more ammo that's when it runs out you just remove the block part below it and put in a new one! Now you know all you need to about firing the gun as long as it doesn't jam or brake you'll be good!"

the teacher was shaking, "I am not a solider I am a school teacher! A school teacher who only want to get a date so she didn't tie a lonely old nag!" she said shaking!

lioness said, "and I was a lion chasing butterflies and now where I am! "she petted her back!

Rex made the block party build as he said, "I will work Defense you two ladies have to work on attacking!"

Meanwhile in providence.

Caesar had breach cuffed and chained hitting a button shocking him, "WHERE IS MY LITTLE BROTHER! "

Lofty was point and yelling, "YOU SPIT HIM OUT RIGHT NOW YOU FREAKY NAG!"

both Holidays were grabbing guns ready to fire as they yelled, "GIVE US A REASON!"

Agent six watched eyes widen as he pulled out his blade and looked to the Cutie mark Crusaders and said, "go go this is no place for children we are about to do horrible things to a horrible creature to try and save those we care about! Go go go!" he said showing them out and they left.

he then locked the door and put his weapons together in to a staff as he said, "So what we start with limb removal wait if she can put her head back on she can put an arm back on that won't work!"

Breach laughed as her eyes glow purple and she spoke with a voice that made Caesar back away in fear, "you think you are dealing with breach she is nothing more then my puppet while I pull myself out of that void I was sent too!"

the older brother made a cross over himself and held out a cross he pulled out of his pocket "….. MAMA! The theory was right you are the villain! I don't' even want to know how you are using Breach as a mouth piece!"

Cosmos laughed as she spoke, "No you don't and how am I the bad guy I just want to get rid of everything else so my family can be together again forever!"

Doctor holiday then said, "yandere much!?" she was shaking holding her gun with the other Holiday taking aim and both fired only for the blast to hit and make cosmos laugh.

Meanwhile inside.

they made it to the building with Bobo who was holding a broken arm using one of his blasters as Cheerilee was using the other showing her's broke and he said, "We are pinned any plans rex!"

No face's voice then said, "you think you can win all is breach all is cosmos all is cosmos here!"

Rex snapped his fingers as he changed to his sky slider, "I AM AN IDIOT THE CLOUDS! Hold them off for a minute!" he then flow off and touched the cloud making his circuit board appear on them the area around them himself and soon the area and all the Evos, other then Cheerilee Bobo and lioness and they all froze as purple lines appeared.

sone of them on Rex's hand as his eye turned purple, "Cosmos!... no mom!" he said in horror.

In Rex's mind he was standing in a void before Cosmos true form as she held his chin, "My baby boy back to see me how magical I get to see you with my own eyes well come on hug momy!"

She went to hug him but he knocked her hands away with the ghostly image of his omega full E.v.o form as he said, "sorry lady but my mom is already dead and gone!" his eyes glow as Cosmos looked away stunned.

Meanwhile in the outside world the purple lines vanished and the area was glowing as the Evos in the area were cured and warped out as Rex said, "I've taken over cosmos hack I have control over breach I'll shut down the nanites in the captive Evo's and send them home before sending us all back and shutting down breach!"

In a bright Flash Bobo Lioness Cheerilee and the now Landing Rex were still in the town but it was back on each and rex tapped his goggles, "I took a third option I repeat took a third option do you read me!"

in providence the passed out normal breach was knocked out as Caesar to everyone's shock got the message and hit a button and said, "what did you just do?"

Rex then spoke up, "Ok one this Cosmos nut job is mom! And somehow I took over her hold on breach and shut down all the Evos and returned everything to point of origin So me Lioness and Cheerilee are in need of pick up! Also I think our teacher lady should be on the payroll if not as a solider the Evo kids we look after need a teacher not just the pony ones either I know about the Evo orphanage!"

White knight then appeared on a monitor as he said, "that can be arranged Rex and beside I think it's time you get a reward even if it is for someone else!"

to be continued


	8. Chapter 8

Rex was currently looking at a providence owned sky scrapper form the air with his boogie pack the glass walls letting him see what looked like a town inside of a building for Evo that were rejected, "the Evo orphanage in the middle of the big city yet can't go anyway because of hate! It makes no sense anyone can go Evo!"

that is when he heard an alarm and he flow up to the roof to see hunter Cain and his gang as he dropped the back and summoned his Block party as the gang fired on him as he said, "Really kids go to school here dude!"

The hunter then said, "they ain't kids they are Evos and all Evo's most die!" Rex charged through laser fire before jumping and changing to his Blast charger where he hit the roof they where on with his tendril shocking it and the lighting spark through the roof to the steel toes in the gang's boots zapping them.

he then stopped as he landed to see all but Cain down. Rex then swung his arm knocking out his gun before he could recover, "you know what I think Cain! This wife you talk about after going Evo you killed her in self-defense then I came around curing Evos! You hate providence for keeping the cure a search till I cured that one on the news! And you try to lye to yourself to make it seem like she couldn't be saved!"

Cain growled as he avoid the whip strikes and yelled "SHUT UP EVO SCUM!" he then charged only for Rex to change to Smack hands and hold the normal man down!

Rex then said, "you know what Cain I hate you I hate you a lot! But you need help!" he said as he held him down only for him to hear chuckling and their on the pillar behind them stood Van Kliess who's arm stretched and inject Cain's Arm.

the villain said, "I think a karmic transformation is more what he needs Rex!" In a moment Rex screamed in pain dropping his build as Cane got up he no longer had hair eyes or a nose just a mouth of fangs and spikes striking out of his body as he roared like an animal.

Kliess then jumped off the edge as Cain tackled red knocking them both off the side.

Rex was holding the thing back as he made his punk buster to kick it away as he said, "well you're a lot nicer now!

In a moment the Teen hero made his skyslider to catch him self only for Cain to fall on it and in a moment circuit patterns appeared on him and he returned to normal and Rex said, "their your cured!"

Cain then jumped off and Rex kept racing down as he said, "are you crazy!?"

Cain jumped off again when he was cough, "I am dirty I was an Evo so I most die!" he jumped jumping off forcing Rex to place a sick version of catch with the killer as he said, "this is insane!"

the last time Cain jumped it did nothing as he was only an inch off the ground and the pawn soon grabbed the hunter and took him away.

Rex dropped his build and said, "Well that was fucked as hell!" he said holding his head as he said, "….. I mean Forget it for Now Rex you can talk about this to your therapist next week! Chase Kliess!" he then made his ride and rolled around back and saw Van Kliess waiting for him and the Villain stretched his arm out trying to grab Rex by the face.

But the Teen hero dropped his build making him fall on to his back avoiding the arm letting him build his big fucking sword to slash the arm off making Kliess laughed as Rex got up holding it, "Really laughing off the loss of the only thing that gives you powers?"

Van Kliess laughed as he point to his metal arm reforming as he said, "Let's just say the elements of insanity have been kind to me!" his arm then reformed as he smirked.

Rex blinked as he said, "great even your with my insane Mother At this point I am willing to bet every fucking thing that wants me dead is working for my mom!" he said charging as people ran!

Kliess used his needle fingers to hold back the blade as he said, "Oh Rex dear lad she won't do that she wants you alive and also we are not working with her we are her slaves and she can only do this to those with active nanites or magic, so Cain couldn't possible be her minion! And in all honestly I hate being a pawn you know that so I am going to give you a tip! Remember Mr Tennyson soon you shall need his Kin to help you against his return! Beside the element of insanity!"

Rex turned his sword to buzzsaw mode and slashed the hand off as he said, " What the hell are you talking about? I am going to need alien back up again because Alpha is going to return My brother destroyed his null void projector! There is no possible way!"

Van Kliess was ducking to avoid the weapon as his arm regrow and he said, "Oh Rex nothing is impossible after all aren't you now the protector of three pony girls their lesbian aunts and dating a catgirl?"

Rex blinked and froze for a second before summoning his Badaxes and slashing with both arms, "Ok point taken! Wait this is a trick! If I share this my brother is going to remake the thing to go check on the alpha then Bam another insane pony thing shows up and grabs it! I am not falling for that Kliess!" he said angrily!

Kliess was still avoiding the weapons as he said, "Take it as you well Rex it is unavoidable You most not underestimate your Mother! She has it all planned every action she takes is a win for her no matter the outcome!"

Rex just kept slashing and then Kliess jumped landing on top of a building making Rex drop his axes summon back his sword with his boogie pack and he flow up only for Kliess to standing their arms out.

Kliess smirked as he said, "you have your past back why do you keep chasing me Rex!" Rex flow forward for a slash only for Kliess to held out his metal arm and hold back the blade as he smirked, "I think you have trouble letting go!"

In a moment Kliess's fingers grow and bent hitting Rex's in the side of the neck making him scream in pain and drop his builds as the villain said, "I am connect you to her now!"

within his Mind Rex was once more in the void looking to Cosmos as he said, "If you are my mom stop this! We can get you help! I can cure you!"

Cosmos laughed, "cure. Help me, but son nothing is wrong with me I have the power to make up for all the time missed forever and I will use it!"

Rex looked at her pointing and he said, "Your crazy mom you know that?" the villainess just put soap in his mouth.

As Rex spat it out Cosmos said, "don't talk to you mom like that young man!"

our hero then said, "Well hate to hung up but I have this thing about creepy old guy needle fingers in my face!"

In the outside world Rex had grabbed Kliess face with both hands and he growled as he ordered the shut down making Kliess scream as he fell to his knees his metal parts falling off.

Rex held his heart panting as he said, "…. I did you a favor …. She can't control you now… so your just waiting till this is over and for the sooner or later your nanites turn back on!" he panted as Kliess got up.

the man said, "If I had two hands I would clap but I am short one hand, but yes that is what my plan was Rex look your pawn friends are going to arrest me Works for me! A cell is a safe place to be for her coming! The end of the world as we know it is coming and it doesn't matter if you win this battles or not you are still doing her bidding like a good boy!"

Meanwhile in the providence vault the element of kindness sparked with Cosmos power.

next week Rex was laying on a bed talking to a therapist as he said, "And on top of that and the Lioness being my girlfriend how fucked am I in the head doc?"

the lady doctor said, "super fucked!"

to be continued.


	9. Chapter 9

With the pony kids Rubble was talking, "Why don't we just hand Rex and Caesar over to their moms so we can go home!" he said arms crossed dressed like his human counterpart as most of the ponies where.

tiara jumped in horror, "WE ARE NOT HANDING ANYONE OVER TO THEIR MOM!" she said scared at the though of it.

The little park made for them in the old petting Zoo then sounded an alarm A Lioness holding her spear land before them and their was beowolf roaring making the kids run as Lioness said, "Get out of here!"

the wolf like evo slashed his claws as he said, "SHE WANTS HER SONS BACK!" He then tried to slash the lioness who tried to block with her spear but the slaws slashed her weapon apart.

Leaving her holding the blade like a knife with a reverse grip as she jumped over to try and slash him but her knife being stone couldn't break the armor making her jump back as she saw the tip brake off.

the wolf like Evo turned and the lioness covered her ears and let out her roar it did make Beowolf freeze as she ran in and slashed his stomach with had to armor before kicking him and flipping up into a tree.

Beowolf held his stomach and looked up, "Cat in a tree really?" he then slashed the tree making it fall only for Lioness to smirk as she jumped off into the lake.

In a moment the enemy looked up and in a moment one tree knocked over another then another and in a moment it end with a tree falling on top of Beowolf.

moments later he crawled out form under it gasping as his stomach wounded healed and he said, "you dirty dirty bitch!"

Lioness got up and said, "I am not dirty as I am in water and I wash and brush my fur ten times a day! And let Rex brush me once a day!" she said getting into a fighting stance again.

the wolf roared as he charged in only for the lion to duck and slash his stomach again while rolling to get distance behind him as she watched the enemy fall in the water she sat down on a swing happily as she smirked.

As the evo got up he said, "what's so funny?" he said in rage! He then saw blue lines over him and he turned to see Rex waving while curing him as he said, "I hate you and your girlfriend!"

Moments later Rex walked out holding a barking chihuahua as he said, "And look at Beowolf guys! He was a chihuahua all along!"

Lioness rest her elbow on her boyfriend's shoulder, "that is what I was fighting I could down that in five seconds!"

Rex put the yappy dog down as he said, "Please don't beside the fact it was just evil, besides the fact it's a pet, it isn't worth the jaw strain it's mostly bone and hair!"

the dog struggled and peed on the floor before running off almost like it was spiting Rex one last time before it's human like memories faded and it became just a dog.

Noah walked up drinking a soda as he saw the dog, "…. Was that beowolf?" Rex nodded and the human Teen said, "hilarious!" he then walked off.

Elsewhere in Equestria.

Discord was with the five Remaining elements and the parents of the lost Foals as he said, "Ok Cosmos is probably sending another one of her elements of insanity over to earth I can send somepony else with it!"

Rainbow dash then said, "Send me!"

Fluttershy in her little fairy form, "he can't Dashiee the next one up is your clone the spell won't work as it would think it was just one dashie going through not too, same reason he couldn't send me after fluttershout!"

Filthy rich then held up his hand, "I'll go! My daughter is their!" Discord then hand him a box and said, "let one of my sons open it, it holds help!"

Meanwhile on earth.

the base was in chaos as Rainbine was facing Caesar who held out a sonic device and the cyborg evo mare trotted forward, "I have been shield form sonic attacks your attempt to use a recording of the lioness roar is as useless as the real thing. Now hand over the null void projector you invented!" She said summoning her fun leg as she took to the air.

Caesar smirked, "please I know that evo that was my mom won't let you kill me and I got rid of the projector and the blue prints I am the only one who knows how to make it you can't get it with out me you can't do nothing Rainbine!"

in the corner Scootaloo was shaking at the sight of the fake rainbow dash.

the clone's gun morphed to tendrils that grabbed Caesar and went in to his ears as he screamed, "then I shall use the nanites in your brain to download the information form your mind against your will!"

Caesar was screaming bloody murder! While outside Rex was grabbing Salamander and curing the Evo only for it to turn into a blonde lady with tan skin blue eyes in a red bikini who cried, "thank you!" before fainting and Rex blinked and said, "Salamander was a woman this whole time!?" he said stunned as he made his smack hand to brake down the door.

to see his big brother on the ground and Rainbine having turned her gun arm into a nulboid projector and she opened the portal as red light came out and it flow off.

Rainbine then stated, "alpha command code one 0101010110101010101010!" in a moment the alpha nanite entered the clone.

In a moment Rainbine changed making Rex step back.

She had four spider leg blue legs ripped in metal, an ape like torso with blue bat wings her weapon arm remained in gatling gun mode her other hand was clawed and made of metal her head was a ghostly skull covered in rainbow flames as she said, "behold Alpha Rainbine Element of Suffering!" she said as she fired on Rex.

The Evo tried to make a block parter but the shots went right through it hitting his shoulder making him drop it and scream in pain, "THE FUCK!"

the new alpha Rainbine stated, "My ammo is made of Nanites programed to shut down omega energy Nanites my gun can blast through all your builds surrender now or I will be forced to beat you into a coma!"

That is when Caesar notice an anthro filthy rich pulling him out of the room form the back door as he looked to the new stallion who said, "I am filthy rich Tiara's dad your dad send me with help I guess!" he said handing the case.

the older brother who felt like he had part of his brain ripped out of his ears opened it and a light shined.

As Rex was trying to use his smack hands only to have the build destroyed a burst of ice spears came out pinning rainbine's wings.

She then turned to see a pink eyed pink symbolled version of Big chill who summoned an ice mace to it's fist and went in punching the Evo in the face knocking her through the wall.

once out with her Wing's freed the alpha Evo stated, "unknown entity!" She then fired only for the bullets to pass through big chill, "unknown powers weapon unable to land a hit!" she then waved her gun turning a few of the pawns into Evos, "retreating to gather intel to adjust plans!" she said braking through a wall to fly off.

the Evos charged as big chill froze their arms and legs as Rex ran in curing them quickly his nanites having healed him as he said, "Gee thanks for showing up again Ben!"

the alien then said, "sorry I am not my big brother!" It then hit the dial and Rex's jaw dropped.

As the alien turned into an eighteen ear old girl, who looked like a super model, dressed in a stomach showing white button up shirt pink ribbon tie black cow girl vest, brown cow girl hat with pink trim, light brown long flowing hair and eyes. Blue super short Jean shorts, Pink stockings cow girl boots in brown on her right wrist was a pink Omniverse omnitrix, "I Am Chiyo Tennyson younger sister of Ben ten nice to meet you Rex"

Rex looked at the ground, "I have a girlfriend I have a girlfriend!"

Caesar who was leaning on Filthy said, "I do not I look for you little brother!"

Agent six then showed up and spotted Chiyo and said, "…. I feel like a dirty old man right now!"

to be continued.


	10. Chapter 10

In the Providence Agent six Doctor holiday Rex Lioness , bobo and Noah were gathered with Chiyo.

Lioness was holding Rex's head down in her neck and chest area saying, "YOU ARE NOT ALLOWED TO LOOK AT HER!" She was clearly scared of Chiyo being a man stealer.

Noah then happily said, "I look for you Rex!"

Chiyo then hit her dail and turned into a female Diamond head dressed much like omniverse Diamondhead but with pink replacing Green and she made a sword hand and said, " and I have a boyfriend so choice your next move or words very carefully!" she said showing off the crystal blade.

Noah then ran out as Chiyo timed herself out and adjusted her hat, "that's what I though!"

Dr Holiday point at her and said, "I like this alien."

Lofty then came in with Caesar limping using her as a cane as she sat him down she looked to Chiyo and said, "… fuck it my wife was right you are a fucking hot as hell alien woman!" she then left with that.

form the door way Scootaloo looked in and asked, "Alien lady what do you have to do to get them that big?"

Chiyo giggled, "I remembered asking my friend Sasaki the same question when I was your age but enough about Me can we focus on Alpha Rainbine?" she said clapping to get people to focus.

Agent six adjusted his glasses as he said, "I believe that is easier said then done!"

Rex freed himself form Lioness grip and gasped for air, "How about this you keep this up her big brother is going to kill you all!"

the alien lady said, "yeah my big brother's ultimate forms are pretty epic ultimate atomix is a pure energy being like our grandma!"

Caesar held his head, "I wish I could think that was just a joke but I can't! Moving on form the Bonita alien lady! If you check our systems are being hacked and all the files we have on Ben are being copied."

Chiyo rolled her eyes and said, "and they are useless my brother had about one hundred forms at the time he was here! And thanks to us synching our watches up we have all the same forms so I currently have three hundred forms."

Rex nodded and held his chin, "I see….. Scary lady….!" Lioness went back to covering Rex's eyes as she said, "and she is pretty and not human so she is your type with is why I am scared!"

Chiyo put her hands on her hips, "Lady I have a boyfriend back home and I am not a cheater so you have nothing to worry about. Beside I have fifty transformation that could drop your man like a bug facing a bug bomb!"

Rex held up an index finger as he said, "I stand by my scary lady comment!"

Dr holiday then said, "In that case we are trying to track the hack but she is rewriting our signal so much I can't!"

In a moment Chiyo hit a dial becoming Grey matter her version had the omniverse jumpsuit in pink and she kept her hair and after a few hops on the keys the signal was found to the doctor's shock as she said, "Maybe for a human mind but not a Galvan one!"

Bobo then said, "the neo bug jar I ain't going there I remember last time nope no way!"

In a moment Chiyo hit her dial and became a pink and white ball like alien as she said, "Leave it to portaler!" A portal opened, "All who is going get in my bright pink worm in space and time!"

Rex shrugged and grabbed lioness and jumped down into the neo bug jar on a roof as he yelled up through it, "IT WORKS! IT'S AMAZING!"

Caesar then yelled out, "YES WHAT OUR SICNETIST WANT TO SEE FOR YEARS AND IT'S JUST A SHORTCUT FOR THIS SIBLINGS!"

Agent Six then jumped down his blades fused into staff form as Chiyo rolled through and timed out closing it!

that is when they saw a lack of Evos and spotted the now enlarged Alpha Rainbine as she looked at them, "You will not combine like they did!" She then fired making the four fighters split up!

Agent six throw his weapon like a two blade massive throwing star it flow slashing off a leg before returning.

Lioness jumped to chiyo's side to help the girl land , "I heard you have a recharge time like your brother!"

Rex was in the air with his boogie pack and big fucking sword in buzz saw mode flying and slashing off the mega sized Evo's gun arm as he saw it regrowing, "This is a pointless fight I mean she is regrowing! If I could get close enough to shut own the nanites she isn't a real mare so they won't reactivate and she would brake apart like fluttershout did!" he said before getting back handed away.

Chiyo was now looking through he recharged omnitrix play list," That is where me and my brother are currently different at the time his ultimatrix was glitching and would malfunction turning him into the wrong form! That glitch was fixed in his and recently mine so I can get what I want Time for Nanomech!" she hit the dial and seemed to vanish.

then a message came over Rex's goggles, "I did not vanish I just turned into a natural alien species of biological insectoid mechs or in short a living natural born nanite!" Rex blinked as Rainbine had Rex under hoof.

The Evo then spoke up, "what?" Chiyo's voice then said, "Call me Nanomech keep her busy I'll destroy alpha form the inside in an epic tinny battle!"

Inside the alpha Evo.

Chiyo now a smaller female shaped Nanomech with pink colors instead of Green, and a head crest like the nanochip queen's was flying inside the blood stream of nanites.

that is when she came to a large red A with one eye and six tendrils with clamp hands on each side and she blinked, "….. seriously that is what you look like?"

The nanite fired off twelve balls of energy at Nanomech only for the female alien to summon an energy shield to block it as she said, "you look stupid as fuck!" She then dropped her shield and fired off electric blast form her hands.

alpha avoid it by flying through the blood stream as it growled and opened a mouth to fire off a lighting bolt only for Chiyo to grab it with her hand and absorb it as she said, "I am a natural nanite hive queen!"

she then sprouted a few tendrils that reached out grabbing some of the red Nanites around her and turning them Pink.

outside Alpha Rainebine was roaring in pain holding her heart with her normal hand as patches of her were turning Pink!

Lioness was holding one of Six's blades using it to slash one of Rainbine's leg making her back off she was bleeding and not regeneration as fast, "How do you think it is going inside their?"

Rex was using his Blast charger to swing off the alpha evo's arms while shocking her, "She is injured and slower so I say Chiyo is kicking ass!"

Meanwhile back inside the Alpha Evo.

Chiyo's Pink nanites were clinging to the alpha nanite before exploding damaging it cracking it revealing inner workings.

So chiyo smiled as she charged moving a claw right through it's face killing it as she said, "And I killed the Alpha!" She then hit the dial.

Outside Alpha Rainbine screamed bloody murder as form her right shoulder something was bursting out or burning out in a moment a massive amount of fire came out and a female heatblast with a pink dial riding a ball of fire came out and landed before turning into the human chiyo.

Alpha Rainbine screamed as she used her gun arm to fire as they all ran, "I still have to many nanites for you to cure me quickly and I can still blast through you all!"

behind a ruined building Chiyo point out, "incase you didn't notice she use to be taller then the building behind her but now they are the same size the more she use her gun the more nanites she blows through and the more she shrinks!"

Lioness happily said, "perfect we can just out last her!"

the omnitrix timed back in as chiyo said, "or we can force her to burn them out the fun way!" she then turned into a Pink more feminine looking upgrade.

Rex held his hands up, "HELL NO HELL NO! DON'T EVEN THINK ABOUT IT LADY!" Chiyo then grabbed him with a stretch right arm grab.

She then said, "Oh not only am I thinking it I am going to do it fusing now!" she the nstart to merge into Rex with the hand first as she slowly slimed into him making the Rex scream, "YOUR JUST LIKE YOUR BROTHER!"

Chiyo then said, "thank you!" Lioness was growling with rage as the upgrade suit in pink appeared on Rex.

Rex shivered as he said, "I feel so fucking weird!" the upgrade head then popped out on the left shoulder and Rex screamed. Chiyo then said, "oh shut your fucking trap you build I improve we make her use up her nanites faster so you can turn them off so she will brake in to what she is made of then I can go clockwork and return to my own dimension!"

Rex nodded as he said, "Ok!"

to be continued.


	11. Chapter 11

Alpha Rainbine was soon hit by eight spike missiles as Rex Jumped out his power fist reloading spikes as he hit her head with a double Axe handle knocking her face down.

she shrunk as Rex switched to the hyperjet and while air born fired off his rocket hitting the Evo dead on as he charged forward Summoning the Blast launcher while flying and firing off it's heat seeking missiles.

Alpha Rainbine was knocked back greatly shrinking more as Alpha changed his gun for his alien Excalibur and slashed off her arm while landing.

Rainbine's arm regrow as she shrank and she fired her weapon arm only for Rex to made the word blade go to buzz saw and use it as a make shift shield and thanks to the upgrade the element of insanity's bullets didn't go through it.

Chiyo then spoke up, "Jessica would be proud you named this build after your sword, that's y big brother's wife that's right she owns Excalibur!" Rex blinked in confusion before dropping both his builds.

he then went to Swift rocket and speed off forward at highspeeds Ramming Rainbine making her gasp as she shrank again finally hitting human size.

She tried to fire but all she got was Rex rocketing in with a left powerfist smack to her head turning her back to her original Evo form.

the human dropped his builds as the omnitrix timed out leaving Chiyo hugging him from behind in human form making Rex turn red as Chiyo let go and said, "don't take that the wrong way Rex!" she said crossing her arms.

Rainbine held out her weapon hoof it firing, "with out the alien tech I can still kill Rex!" Only for Agent Six to come out and spin his sword around blocking the bullets, " enough of this!" was all the agent said.

As Lioness roared jumping out to hold the mare Down Rex ran over grabbing her face as he said, "you don't really have magic so time to shut your Nanites down go back to being an magic artifact blood form my dad and rainbow Dash's hair!" he said demanding as he was sick of this.

Moments later Rainbine screeched in computer code and static as she did brake down into those things ending her!"

Rex grabbed the element of loyalty off the ground as he looked to Chiyo and said, "thanks… we couldn't have done this with you.. Tell Ben Rex says hi!"

Chiyo nodded as she hit the recharged omnitrix becoming clockwork her version was thinner and had Pink instead of green and was silver instead of gold, plus it had more humanoid proportions as she said, "I will!"

bobo then walked up in time to see a portal back to providence and the heroes of this world walked through back were Rex was Tackled by the Cutie mark crusaders happily he smiled as he said, "the alien has left the dimension!"

Meanwhile back in the neo bug jar Chiyo closed that portal and opened up a portal to her home reality walked through and it closed she was gone she was home this team up was over and done.

Little did both parties know a universe away.

big mac who was Cosmos puppet laughed, "how cute my husband send a little girl to help our son stop Rainbine and get rid of the alpha nanite, Smart but all for thing!" he said looking at an image of the locked up elements of Kindness and loyalty spark a bit, "I am playing in to ten gambles to get what I want hubby wubby you can't predict all of them! I will get what I want one way or the other! I will be free to end all this and give our family the life it should have!"

applepills adjusted and eye and said, "I know I am just a copy of applejack but still hearing those words come form Big mac's mouth is weird but that's probably the reason you are talking through him right now boss lady!" she then downed some pills and said, "Anyway Rarifruit's next right?"

Big mac nodded and said, " yes then you then Pinkis cupcake, then brutalight!"

the element of addiction nodded as she trotted off, "ok just checking I am already planning my drug ring and what not!"

Meanwhile in the former petting zoo now a park in it's lake, Rex was in trunks and Lioness as scrubbing him with force as he said, "Hay hay cut it out Lioness this is starting to hurt!"

the cat girl said, "I will knock it off when I don't smell that alien lady on you!" she said scrubbing more.

Rex who was now head locked, "catgirls take the good with the bad!"

Noah was watching while drinking a soda as he said, "so that's how we end the big Team up with the little sister alien? A bath joke? Really I expect more!"

Lofty then walked up eating popcorn as she said, "Oh Shut up! We had shapeshift we had epic tinny battle destruction of the alpha nanite we had giant punching, and we had that fusion thing! What more can you ask for out of this crazy?"

her wife holiday walked up also eating popcorn as she said, "plus hot alien woman to remember this was the best day ever!" she said flatly.

Noah nodded n agreement as he left.

Later on that night while sleeping.

Rex once more found himself in the void as he sighed and said, "You are not getting me to join you mom so stop it!" he said making his bad Axes ready.

Only for a male voice to say, "that would only make your mother mad!" that is when Rex jumped and turned to see discord sitting in an arm chair drinking something while reading a book.

Rex blinked as he dropped the builds and asked nervously, "Dad?" discord nodded Rex then point to the glass and he asked, "Tea?"

discord shock his head, "chocolate Milk! Sense this mutation cured my allergies to dairy and chocolate I can't get enough of them! Anyway I bet you have many questions but we sadly don't have the time for that! Your mother is stronger then me even with her body and most of her power stuck between dimensional walls."

the teenage hero looked at his dad and crossed his arms, "… Ok lot of Questions would like some answers as is normal with my life thanks to you and mom!" he said flatly.

discord held his heart as he said, "Oh son how you wound daddy! Look all you need to know is bullshit happened bullshit lots and lots of bullshit! And when there is so much bullshit you can't breathe form being buried under it you are living a normal life!"

Rex shivered at the metaphor as he said, "Eeewww, please rephrase that!"

the lord of chaos and former human said, "I could but no time!" he made his chair book and drink vanish as he put his lion claw around his son's neck, "What you need to know Son is the elements of insanity are learning form the others mistakes the same help can't work twice lioness won't help again, nor will me sending you an alien for help! You need to get stronger and your older brother smarter!"

Rex Blinked and raised his left eye brow as he said, "Ok how do you know all of that…"

Discord then said, "I'm watching you and your brother everyday sense I got my memory back and looked backwards in time I am proud of the both of you!" Rex blinked in shock not knowing how to respond.

discord then added, "Also when you wake up Lioness will be sleeping on top of you she did that as she is still jealous of the upgrade suit with Chiyo thing!"

Rex then woke up looked down to see Lioness burning on top of him and he was red and he said, "I have to pee but can't wake up catgirl with out being scratched to hell… fuck!"

to be continued.

discord smiled, "Chiyo Tennyson comes from the author's older story big brother ben if you want to check it out please do but be war


	12. Chapter 12

A week later.

Rex was walking around providence holding his big fucking sword build while walking through the dark halls at night his googles down to use as night vision he was shaking when he turned and jumped and bite his lip to see Lofty doing the same thing but she was holding an umbrella not a sword.

they both breathed a sigh of relief and put a hand on their chest and said, "Oh it's just you!"

Lofty panted, "did yours go into heat too?" Rex nodded looking around scared, "this is to much love!"

Rex nodded as he said, "yeah we have got to get out of here!"

the Mare was shaking as she said, "yeah but how holiday can kind me by following my flight trail she can spot it for whole day! Plus I don't have that much ranger and wait your machines."

Rex was moving his weapon back as he said, "Rex ride leaves behind a smell Lioness could follow my flight pack same as your flight and my sky slider I clear out the clouds it would be like painting a red line behind us! Even if the clouds do blow back over asking around of checking news still give us away!"

they then point with their at eachother and said, "one of the crafts!" Rex then said, "yeah but the problem there is I don't have a drivers license!... I have bad nervous for Tests and legally speaking rred ride is just me running on a the road with is legal!"

Lofty crossed arms, "I can't drive either Wait your brother!"

Rex was moving his weapon back as they started to walk, "Can't help us his mobile lab is down and out, and while he has a pilots license he doesn't have a drivers one, and even if we could talk him into it where would we say we are going!?"

the mare then held her chin, "Vegas!" she said just thinking of the first place to pop into her mind. Rex shrugged as they made their way to his brothers room and he touched the pad making it open as he said, "you wake him up and get some coffee in him! I stand guard!" he heard purring and gulped as he said, "Please be the pony holiday! She I can handle She don't have claws!"

Later on Caesar was flying the two run aways as he said, "you know running form your problems won't work!"

Rex then looked to his brother, "no but I can give me down to recover down in the…" the older brother held his hand out as he said, "Don't finish that! I beg you! What would our parents say."

Loft then held out an index finger on her right hand, "Discord jolly good Cosmos That kitty cat isn't good enough to have my grandbabies!" She said lifting the next finger out, "Just guessing I only never meet discord your daddy not honor Cosmos that belongs to Rex only."

Before the elder brother could say a word a scanner went off, "the element tracker I made is going off?" The two he was flying looked confused, "Oh I studied the two elements of harmony we have and made a locator I figured sense all the elements of insanity have it as a part we could use it to find them! But if what papa aid is true Mama well be shielding them form this! Looks like there is one in Vegas is the point!" he said tapping it.

Rex smiled and said, "perfect we can call it work related and not get in any dog houses! Lucky day! In the city were luck is everything!" they then landed on top of a roof that was providence owned.

they then walked out and Lofty point to a building, "that is a copy of that casino form back home let me think of the name come on lofty Gladmane tried to get your wife to be one of the show mares on your wedding their!"

Rex raised and eye brow and said, "Ok it says Evo's only so I take it that's were we are heading!" he said making his flying back as he grabbed his brother, "Lofty you have wings use them!"

When they landed they saw a bouncer who looked like a large golem covered in spikes with one eye looking at them, "Ids!"

all three held them out and the Golem said, "oh you two are the boss's kids come right in with your guest!" he said opening the door for them as they walked in all Rex did was whisper to his brother, "Someone isn't even trying and I don't know who!"

Caesar nodded as they looked around to see Anthro male ponies That lofty seemed to recognize she waved her hand in front of one of the show mares in a purple show girl outfit with feathers face as she said, "spoiled it's me Lofty! You hate me remember you insult my niece all the time for not being able to fly and being late to a cuie mark!"

the mare just giggled and walked off Caesar held his chin, "I am just going to guess this are the pony foals parents working here under some form of mind control!" he said before a sigh dropped down saying, "Come this way honored guests."

they then followed it to head into a manager's office were Rarifruit was sitting at the desk as she said, "Rarifruit the element of greed nice to meet you and welcome you to my humble place or work!"

Rex in a moment tried to make smack hand but he end up throwing a punch in air as nothing happened and be blinked, "what in the name of the?"

the mare giggled as she said, "I have a jammer installed it suppresses active powers! Being anthro isn't something you have to turn on , but Rex's powers are. So in my house you are powerless Rex simple as that!" she said checking her make up.

both brothers blinked in shock as Lofty said, "And what did you do to those parents!" she said angry.

The element of insanity said, "I offered them a chance to win what they wanted, spoiler alert spoiled is the only one who didn't say their spouse or child! They lost so now they work for me it was a simple fair deal with the sighs of are all over the place!"

Rex then walked out of the office and looked up to read a " win the one million bits and face the boss for a wish run out of money, we will give you one more chance but if you fail you work off the debt…. It's panting on the roof and everywhere so what? I am to young to gamble! And no one here has any bits?"

Rarifruit then throw with magic to the older brother and Lofty " theirs ten to start Go out gamble get to it then come back and see me!" she said happily with no choice our heroes left.

Rex watched as more of the pony mothers now anthros walked by as show girls waving and giggling at him and his brother, "… I have a girlfriend!"

Caesar then slapped himself," they are all married and brainwashed!" he said slapping himself.

Lofty then blinked and said, "…. I am sorry I zoned out at the sigh of milfs… oh you guys did too ok What do we do!?"

Caesar took the bits as he said, "you forget this machines are set up to give out a certain number of wins or outcomes after time the ones people use the most being the lowest! With the first one you see being the highest to get you hooked!"

he said walking where he put a bit with was being used as chips into the machine behind the bouncer and it paid out one thousand and he got the free bucket as he said, "See it's all math! And I am the smart guy leave this one to me!"

later on at the card table while doing Black jack Caesar had seven ten and looked at the other cards and said, "Hit me!" a three came out as he smirked winning the table as he said, "simple math baby!"

he said collect them as he said, "And with that we are just one bit away form a million!"

Rex bent over and picked up a bit and said, "someone's drop is our gain!"

they then walked back into Rarifruit's office, "ok we have a million."

Rarifruit was looking in the mirror "oh so want to cash out or go for a wish bet but remember I need something of equal or more value to what you want!"

Caesar said, "We have two elements of harmony back at the base you have one, one for one bet that way we have a second chance!"

the unicorn smirked, "smart with is why you aren't playing I am picking Lofty to be my target!"

She said as her desk became a roulette table " best two out of three for the element of kindness or the element of generosity who ever wins!"

Lofty put a chip on Black, the unicorn red and it landed red, next time lofty put a chip on Red and it came up black and Rarifruit laughed as the element of kindness appeared before her.

That is when Rex and his brother flipped the desk revealing the table had no motor as as they panted Lofty smirked, "you cheated your magic powered it your horn wasn't glowing because of that glove isn't it! it's one of those make your magic hidden charms!" she said smirking as she held out her hands and Kindness and Generosity element appeared in her hand done by the house as she was caught.

they then watched Rarifruit vanish as Rex said, "Ok now I am going to go take care of that jammer as it looks like our anthros are still brainwashed so it most be nanites again they have magic in them so the nanites will turn back on but with normal settings."

Later on with the staff free the last one up was Spoiled rich but as providence agents showed up Filthy stopped him, "I think Spoiled is better off with the personality of a show girl, it's cheaper then divorce and less jail time then murder!" he said adjusting his new providence uniform.

Rex nodded and said, "oh well I guess what we take the casino and make it a place for evo to get jobs then?"

agent six shrugged as he said, "I guess."

to be continued.


	13. Chapter 13

In Equestria

Cosmos in Zecora's body was held a ball of shadow like energy between her hooves as she said, "Rarifruit trying to cheat my babies if they lose it'll be fairly! But at least I raised them Smart! Oh well it'll be a week till I can send Applepills over so I guess let's have some fun with you nightmare force you have no body so sending you is will be easy!"

Meanwhile on earth.

At the base Rex was heading to bed yawning as Lioness asked, "So how did you know the unicorn was cheating?"

the Teen hero said, "I saw my brother give me a look and give a flip motion with his hands while pointing at it so I went with it Ask him! Glad you are back to normal and sorry I had to flake for work!" he said happily as the catgirl hugged and purred happily saying, "it was ok!"

Later on while sleeping Rex was struggling in his sleep as he found himself in a empty Providence base looking at what appeared to be nightmare moon!

Rex looked at the Nightmare mare as he said, "you that nightmare moon think that possessed this Luna girl! I heard about!" he said charging in with his smack hands, to punch her but she turned into mist as his eye widen and he said, "Wait a minute!"

he then pointed to what looked like a zebra with wings and a red mustache, "Winston is here! That means I am dreaming!"

he then woke up blinking as he saw dark mist and shock lioness up, "creepy blob on the lose!" the lioness jumped up and grabbed her spear as they head off after it only to see it go into Caesar room.

in a moment Rock Knocked the door open with his smack hand build to see his sleeping brother screaming and struggling, "Great the dream demon is effect my brother well let's try this!" he then put his hand on his brother making the blue circuit board of glowing lines appear on both, "fuck it has no nanites I can't get rid of it like this! But I can how ever effect my brother's nanites to do this!"

Caesar jumped up panting, "Did I just dream demon pegacorn lady was trying to break me while Bobo and Black knight kissed?" he said sick and green.

Lioness shivered as Rex said, "it was the most shocking think I could think of to shock you wake!" the blob then reappeared as he said, "And their goes the dream monster form the other world probably sent by mom! COME ON!"

the older brother joined the group as they head in to one room after another Soon to be joined by Six who was in his swat suit holding his old Katana and Rex blinked, "That's your sleep wear? You know what never mind you see the dream monster magic gas blob thing?"

Six nodded and point with his sword as they head along to what looked like the petting zoo turned park all six on guard Rex having made his Bad Axes as he said, "Come on blobby lobby slobby come on out!"

Lioness blinked at it, "Was that a nervous rhyme?" Rex nodded.

Caesar then said, "it's a habit we picked up form mommy , who is that big bad evil mummy thing trying to kill us talk about gloomy!" he was also doing it!

Agent six looked at them and said, "interesting but let's focus less on learn habits and more on the dream monster lose in the base! And how this is deadly close to were the pony most of with are children sleep!" he said opening the door to see the pony Holiday holding a flash light and a baseball bat.

She quickly joined the groups huddle as she said, "that thing is nightmare moon! We have to get rid of it! think of the foals!" she said jumping as it crossed the light of her flash light and she gasped.

They head along following it as the anthro earth pony mare soon hit a wall with her metal bat braking the wall down, "there is only one place it can go let's cut it off this way!"

they all nodded and stepped out side as she broke open another whole and they head back inside and they came to the only room it could have gone to Doctor Holiday's

Rex cut the door down and said, "Doctor Holiday please be awake we have a dream monster blob on the lose!" he said heading into the doctor shockingly pick room as he said, "it's like an apartment in here!"

Agent six blinked as he saw a bath room, "she has her own bath room? I have to share with the guy next door to me!? That's not right!"

the pony Holiday point to a door and said, "kitchen she has her own kitchen!" she said gasping at it!

Lioness point with her spear as she said, "She even has a fucking guest room! This is unfair my Rex is the one doing the job of curing the monsters and he me and six are the ones Risking our lives!"

the pony mare said, "We are so bring this bullshit up to white knight!" she said kind of angry at all the doctor Holiday got.

They then heard a sound and saw stairs and they rolled their eyes as they all head into the upstairs to see a door going up above them and when Pony Holiday kicked it open it was revealed to be a door to the lab as she said, "ok a back door into her place or work that makes sense!"

they then Came up as Caesar said, "that is bullshit! I want a back door in to the lab!" he said jealous as the rest of the team now!"

they then heard and evil laugh and out walked an anthro version of Nightmare moon with wide hips thin waist basic model figure but was also clearly infighting shape with muscles and abs and a chest that made the two ladies in the group cover their own in small shame, with was something hard to do to holiday and Lioness.

her outfit was a sideless blue dress held up with a dark blue metal belt, dark metal blue sandal heel boots , dark metal blue wrist and bicep bands, her old helmet and a blue backless tank top held up by a dark blue metal ring around her neck above her midriff.

she put her hands on her hips and showed her fang teeth flapping her wings as the Team got ready, Six charged in and she simple caught the blade between her fingers gave a twist and shattered the sword before kneeing him in the gut sending him to the other side of the room.

She laughed as Rex came in with his Axe hands only for her to close her wings around her to act as a shield before opening them sending his arms out wide letting her land a punch to his gut making him drop his build bend over and throw up.

Lioness roared as she came in with a spear but she moved her head to the side grab the spear with her teeth and bit it shattering it into splinters.

the cat girl grabbed Rex and jumped back, as pony Holiday charged in saying, "what did you do to doctor Holiday!" she said her metal bat hitting nightmare moon only to bend around her making the mare gulp as a magic blast hit her in the gut and sent her flying on top of agent six.

Caesar pulled out a scanner thing and point it at her and hit a button making her scream in pain.

Nightmare moon roared as she said, "THE SOUND THE BLOODY SOUND!" She screamed running to a window smashing through it and flowing off rapidly to get away form it.

Caesar turned it off and saw pony holiday in pain as he said, "sorry about that it was the only thing I could think of!"

the mare got up with help form Six as she said, "it's ok I understand but what did that thing do to the Name buddy!?" She asked scared.

Rex got up and put his hand on a computer, "let's watch the video!" a video of the blob attacking a sleeping doctor Rebecca Holiday at her desk played the blob went into her dream like most of them but in a moment Holiday became the thing they just fought and got up!

Everyone's gasped as Six said, "Rex can you return Rebecca to normal?"

Rex held his hands out and said, "it won't last long! You know Magic turns Nanites on! And for all we know nightmare moon is in control because she used entering her dreams to enter her brain to spread to her nanites!"

Caesar held his chin as he said, "that is a logical worry little brother!"

pony Holiday crossed her arms, "so what we may not be able to get back my name bubby?"

Lioness was still holding the remains of her spear taking the tip and holding it as a knife while throwing the staff away, "I honestly think this is all of our first times dealing with grand thief body!"

Agent six growled as he said, "We have to find away to bring her back!" he sounded emotional for once.

Caesar held his chin and said, "I think their may be away as you and my brother know memory is identity it is self if Nightmare Moon has Doctor bonita's memories the good doctor is still in their!"

Rex then looked at the video as he said, "Ok before we showed up Nightmare moon used the computer to send an Email! Can't read it as she deleted the sent folder, Nightmare moon won't know that so she most be using Holiday's memories So she is still in their!"

Six smiled as he said, "good we know our friend and ally is still inside of nightmare moon were do we go form here!"

Caesar held his hand on his chin, "Wait Rex you used my nanites to effect my dream to wake me up!" he nodded as he said, "that's perfect in theory we could delete Nightmare moons memories and with it her identity so while her body would be different the only one inside of it would be the doctor! But this works both ways for all we know Nightmare moon could be erasing memories that are of no use to her!"

Agent Six then said, "then we rearm get reinforcements and find her fast and get rid of her before she gets rid of Rebecca!" he said almost rushing everyone to it

to be continued.


	14. Chapter 14

The next morning in a canyon Rex Bob, Lioness, Agent Six and Caesar were walking with Caesar in his armor as he scanned, "Ok this magic stuff is still easy to track when it's this high level! I mean I know the kids told me that a unicorn at strongest is nothing to an alicorn but fuck! My guess is sense nightmare moon's last host was a goddess of the moon and night she would prefer dark place in day light!"

He then pointed to a cave as Bobo said, "So what? We go in there and get our butts kicked so What Rex can grab her by the head and Go rooting around in her brain to try and find Holiday in side her head?"

Agent six turned back point at the monkey with his swords, "Rex will find her and Doctor holiday will be back safe and sound! An incurable E.V.O but back safe and sound!"

Lioness then whispered to Rex, "I honestly can't figure out their relationship?"

Rex then whispered back ,"Well for starters Six original felt like he did not deserve love thanks to a great failure but then after a mistake happened in the lab Six lost five years of his memory not he doesn't think he deserves Holiday as he forgot five years' worth of their time together , and doctor Holiday she just believe in the old time Man makes the first move real of human courtship so it's one giant stall mate that's getting nowhere!" he said making his smack hands.

the lion Evo lady nodded as she held her knife and said, "I understand it now, they are both smart dumbass!" Bob nodded as they entered the gave and Caesar's armor glow lighting it up and their was Nightmare moon.

She was now taller to the point Six was only up to her stomach putting her easily at nine foot tall same shape and figure as before but now she had a cutie mark and she growled, "I see you came but as you can tell I am already making myself at home in here!"

Six charged in his two blades sparking with lighting making Nightmare moon summon a magic wall!

Bob jumped up and held his guns with his feet and he climbed to behind her to fire making summon a second wall to block.

Lioness then rushed her at the side with the knife only for the Alicorn to grab the weapon in between her fingers and snap it as Caesar hit a button making the Alicorn scream in pain form sound waves as Rex ran up the open way and grabbed the sides of her head with a leap.

the alicorn was knocked down as Rex glow his eyes saw a chaotic mix of a Canterlot Castle and providence with more on the mystic side as Rex looked around he called out, "I can see in her mind! There is some of Holiday in it! but she's Too buried!" In a moment the alicorn knocked him off with an elbow strike.

the alicorn covered her ears with balls of magic and sighed in relief as she said oddly loud, "that's much better!" she then appeared before Caesar in a burst of speed that shattered his armor with one punch.

As his armor shattered and he landed holding his gut, "We need something to reach Holiday and dig her up! Six man you know what you got to do!" he said reaching in to his pocket.

Agent Six then jumped up and said, "fine Rebecca holiday I love you!" he then went in for a slash only for the alicorn to summon a magic staff to hold them off.

she then mimed speak up as she said, "My ears are covered can't hear you!" it was mocking in tone!

Rex then summoned his fun chucks and went on the attack trying to hit her but his strikes were held back by her wings, "DUDE SPELL IT OUT I WILL LIGHT UP THE DARK!"

Agent six then slashed his blades in the ground so when Nightmare moon looked down she Saw An I a heart and a U.

Nightmare moon's eyes widen and turned into Rebecca Holiday's for a moment as Rex dropped his build and grabbed nightmare moon around the waist making the blue glow and lines appear and as his eyes glowed , "Let's try this one more time!"

this time he saw the land scape but a statue of Rebecca as he smiled, "Found her!" to his eyes he then punched a wall with smack hand making it turn into a room form providence as the statue was getting more life like as Nightmare moon screamed her magic ear muffs vanishing.

Caesar then hit a button on the thing he pulled out making the sound appear as nightmare moon screamed!

bobo stuck his tongue out as he said, "make me want to gag!"

Rex was struggling to hold Nightmare moon still, "SHE CAN HEAR SPEAK UP EVERYONE THIS IS GOING TO TAKE AWAY WHILE GIVE OUR DOCTOR SOME MORE FIGHT!"

Agent Six said, "Fine I admit it I love Doctor Rebecca holiday!" he said sticking his swords in the ground and bowing, "and I know I don't deserve her! And I can't believe it took me this long to admit it!"

The alicorn spoke up the voice sound like Rebecca, "NOW YOU SAY IT!" She sounded angry as Rex kept deleting more Canterlot stuff in the head and the statue of Rebecca was moving a little.

to his eyes he reached out and grabbed her hand bring her to life as he said, "She's Free and out now Come on Doc! Help a guy out! it's your head help me take it back!"

to his eyes he saw holiday smashing stuff in the room making it return more to normal as Rex growled.

Lioness grabbed Six and shock him ,"KEEP IT UP LOVER BOY!"

the agent then said, "Fine if I make this over I'll ask for a kiss form her or let her punch me in the face for taking this long, or both what ever she wants!"

Rex then smiled as he said, "That's the ticket that's the ticket! I think we're done!" he then let go and the alicorn had holiday's eyes as she held her head and blinked, as Caesar turned off his device

She looked to Rex and hugged him, "THANK YOU REX YOU GOODBOY!" it was Rebecca holiday in control of that body.

She then let go as she heard Lioness growling before for she said, "Lion lady that was motherly in nature! Now Six!" She walked over and in a moment picked him up by the face kissed him then throw him out of the cave.

Were the agent skipped against the ground like a stone on water and when he stopped he said, "I require bandages disinfected and someone to help me relocate my leg but I have never been more happy!"

Later on.

Rex was walking around bouncing his ball off the floor while talking to Sweetie belle, Scootaloo and Applebloom, "and that's what happened doctor Holiday is back in control but stuck looking like nightmare moon for the rest of her life and I guess her powers! And we brought up the how unfair her living quarters are to White knight!"

Scootaloo blinked, "And what did he say?"

Rex then rolled his eyes, "he hung up I mean it's not like he can leave his office with out his suit!" he said as he added, "at least Six and Rebecca finally happened."

Apple Bloom then held up a hand, "But what in tarnation was nightmare moon even doing here?"

Rex looked at her like she had to be kidding, "…. My mom is the logical answer!"

Sweetie belle held her chin and said, "…. With one because your Holiday seems to be more of a mom, but I guess Cosmos didn't choice to get turned into a crazy monster.. sorry."

Rex shrugged as he caught the ball and held it, "It's ok now I have a catgirl to go meet she wants to explore the canyons around the base!"

Scootaloo smiled, "Can we come?" sweetie belle then grabbed her ear, "it's clearly a date Scootaloo!"

to be continued.


	15. Chapter 15

In her lab Rebecca holiday still in the nightmare moon outfit helmet removed mostly because she couldn't find anything that fit her new figure and having a costume made wardrobe took some time.

she was point to a screen with a pointing stick as Rex Lioness Six , Bob and unknown to them the cutie mark crusaders listened in the image was a pull one side red one side orange with an apple on it, "As you may have known in the last few days between my fighting listens , getting measured for new cloths I've been studying that drug we gained a sample of!"

Lioness hand went up and The doctor point at her, "yes lioness?"

the cat girl was holding her repaired spear as she asked "And what does this drug do?"

The Replay was the female doctor saying, "Well takers nanites turn on for a short window of time making them turn into a temporary Evo! Now what makes it strange is the sample isn't a chemical mix it's a simple piece of fruit in side of it! that seemed to generate Magic like the ponies! So I tried and succeed to clone the sample!"

She said moving a sheet off a case to reveal a rainbow colored apple making them all blink as she said, "the other Holiday her wife and every other pony was able to Identify it as a Zap apple a form of apple grown in Equestria and Apple Bloom's family farm!"

Rex had a hand up as when he was called, "so a magic fruit is doing this then? The magic turns on the Nanites then one the magic form the fruit is used up they shut down again sounds simple and pretty clear it's an element of insanity probably the one based off of Applebloom's older sister who is an apple Farmer!"

the new anthro alicorn rolled her eyes and said, "why yes that is what I was getting too Now I know you three are spying on us so do come out and share with the glass!"

the three filly's walked in as Apple Bloom said, "if it is mah sisters double She woulds be based in new York simple because of it's nick name of the big apple!"

the alicorn smiled and said, "that is where the drug was first found! So that works I think we know where this is going you are all going to look for clues in new York!"

Later on in the big city,

Bobo was on a lamp post asking, "why did you bring the half pints? While pointing at Rex"

Rex shrugged as he looked to the little girls looking around awe struck at the city as he said, "I don't know it seemed like a good idea sense half they time they sneak along anyway now look Six and Rebecca are chasing their own lead I have my own though! Lioness grab the monkey!"

Bobo screamed as the lion jumped him!

Later on by the docks it was setting as Lioness carried bobo under her left arm as the monkey said, "this has got to be a hate crime!"

Scootaloo then said, "what are we doing here anyway!"

Rex put his hands in his pocket and shamefully said, "… I sadly have a checkered dark past while I didn't have my memories and was part of the Japanese evo mafia and other part place of the underworld!"

The three girls held their face and Gasped in shock Lioness growled at the fact Rex had a bad boy side and Bobo said, "I better not be an offering!" he aid trying to reach his guns but stopped when the lion woman growled.

Rex then saw a gag in the dark, "there is our guy!" he said walking up to the guy who stepped out.

the guy was in a black hoodie zipped up over his head black pants black shoes black gloves and form under his hood a black mask could be seen and he spoke his voice sounding robotic thanks to a changer in his mask, "So Rex we meet again… you never go completely clean!"

Red held his hand out as he said, "Hold it and Bobo speak!" the Monkey then yelled, "WHAT IS GOING ON!"

The guy snapped his fingers, "Dam it I lost!"

Rex smirked as he explained, "this is the rat! The undercover guy who is involved in and knows all of the crime in New York! Me and him had a bet that if I found a talking monkey he would give me information with out paying for it!"

Lioness then let the monkey down as he yelled out, "THAT WAS IT I WAS A BET WINNN?... good thinking man!"

the rat then sighed, "Ok fine let me guess your after the Zap power pill information aren't you?" the hero nodded as the informant then said " Well now that is an odd story!" he said pocketing his hands, "she showed up out of nowhere looking like a horse with seeds that grow apples that gave Evo powers for awhile, She sells them as pills to fuel addiction to their powers but she grows the apples in this closed down indoor aqua hydroponics farm!"

Scootaloo looked confused so Apple Bloom said, "that's growing things in beds of water held up by pots with no bottom that way you can put all the things to make them grow right on dah roots!" the pegasus nodded.

the rat then said, "yeah she pays her workers in whole apples that give a days of power not a few hours like the pills so her gang is loyal as can fucking be man! Applepills herself ain't no woman you want to cross not just for her super strength or gang but because she is smart!" he said tapping his head as he said, "Smart enough to hack ever camera in the city every security video every police band feed every phone she hears and sees it all! She knows you are here by now man! I would show you a map but I can't or she won't give me many more apples let along pills!"

Rex blinked as he made his block party as Rat went in for a punch only for the his fist to be covered in stone! As was the other one as the Rat went in for another punch!

Rex was blocking but Lioness jumped and up on a rood then jumped back spear in hand stabbing his back making him gasp as Bobo rook aim and fired on the guy, "Some friend in the black market!"

Rex then said, "I never said he was a friend man!" he said as he watched the rat fall the mask falling off as his hoodie fell down and everyone gasped for the rat had no face just a blank pale ghostly faceless guy looking at them and the mask kept speaking, "Now you no my secret Evo's aren't the only things out their Rex I followed you all the way from Japan to see what you were made of!"

Sweetie belle she gulped," It's A noppera-bo just like in Anime! It's a demon ghost thing now Evo powers!" she gulped as the rat said, "Bingo little lady gets it!"

Rex and everyone else jumped back as the Rat got up fading away as he said, "you just saw a demonic ghost gangster cyborg Rex who will believe you?" he was then gone!"

Lioness hugged Rex shaking as she said, "that was that creepy ghost shit!"

the super hero said, "yeah and we are walking away slowly now! Backing up!"

Later on at what looked like a restaurant were lioness was eating ribs Rex was eating a taco , bobo a giant bowl of banana pudding , Sweetie belle pasta, Apple bloom pie, and Scootaloo a veggie burger, Rex was texting his brother, "Ok he said he can't track Applepills their much background magic with all the people popping the zap apple pills. And We are not going back to the Rat! No Yokai!" he then took a bite of his tacos.

AppleBloom then said, "why don't we just look for that hydroponic place? Surely they can'ts be that many of them legally shut down Mr Rex!"

Rex held his chin as he searched on his phone, "Ten, Ten closed ones in this city shockingly low but going to be one of those days when I work for my paycheck."

Meanwhile in an office at a desk Applepills was taking some pills, "I fucking love cocaine!"

to be continued.


	16. Chapter 16

Rex was in the middle of one of the abandoned hydroponic places knocked out Evos slowly turning back to normal people all around as he hit the side of his goggles, "yeah this is my fourth one! Again it was load with the apples but no Applepills ….the element of insanity not the drug!"

Rex Saw Lioness looking at a donkey in a cage and he said, "Lioness leave the apple testing donkey alone it's been through enough shit!"

that is when Rebecca Holiday came over the com and said, "Me and Six have been to Six same results… also Lofty called in the Cmc did not return are they with you!"

The Teen hero shrugged, "Nope I sent Bobo to take them home personally….they beat up the monkey!"

Meanwhile Bobo was in a dumpster can groaning, "unicorn takes my ammo away, Earth pony brakes my legs with a kick, bird girl drops me in the trash THIS MEANS WAR!"

elsewhere in a warehouse the three little girls where being carried away by Evo Guards , Scootaloo crossed her arms, "and how did we end up like this again?"

Sweetie belle then looked to a hiding her face apple bloom, "apple Bloom said she's a copy of my sister I's sure ah can talk to her!" she said making air quotes as the yellow filly stayed quite.

that is when they where put in chairs in and office to see Applepills sitting at the rest front hooves covered as she said, "Greetings little ladies I am not applejack I have no attachment to you three so with one of you dies first who dies second who dies last you decide! "

the fillies jumped and that is when an Evo who looked like his lower body was a bio motor bike was knocked through to show Rex coming in as he said, "Valve really?"

Applepill looked at him and said, "you really thing this will do a thing! I rewarded my higher ups with Zapp apple seeds to carry and spread ending me won't end my applepill drug and it's Evos you can't stop it! it's like cocaine one boss taken down doesn't mean a fucking thing super hero boy!

Rex then made smack hands and went to punch the mare only for his eyes to widen as Apple pills left front hoof became a fun chuck and hit it making the Fillies run and scream at the sight.

Applepills laughed, "silly boy my nanites are trained to copy the ones around it and now the city is load with Evos!" she said smiling as she opened her mouth and sent out a sonic scream That knocked Rex back a bit into the hall way. "Well now this is fucked!" he said as he tried his smack hands for bad axes as Applepills came in with a red Rex ride and she came in at high speed with a right smack hand as well!

Rex jumped and landed two axe strikes to the back of the build only to be hit by a kick to the head making his build end.

then Applepills stood as an anthro mare some figure as holiday in a black women's business skirt with mini skirt and black heels, she had wings and a horn and she smirked, "I said all Evos including the three fillies so anthro form Earthy pony super strength magic and flight I just became an alicorn bitches backed with Evo arm of powers!"

she then held out her left hand making the plants in the hall turn into evos that had root like spider legs and large mouths filled with metal fangs that roared and charged at Rex.

the Cmc tried to run but magic kept them floating as ApplePills looked at them, "sorry girls can't have you running out of copy range and me losing my Alicorn status midfight after I kill Rex I'll kill you!" she then took out some pills and eat them, "Sweet sweet meth!"

Rex was slashing through plants with his big fucking sword in buzzsaw mode as he growled, "THIS IS BULLSHIT SOMEONE HAS TO HAVE A USELESS POWER SOMEONE!" he said slashing only to be hit in the chest by a cannon ball and he saw Apple pills with slam cannon as she whistled.

Rex had to roll to avoid the plant evo jaws as he snapped his fingers, "I GOT IT!" he then tapped his goggles, "Come on dude you owe me pick up and come here!" he then read off an address. As he made his blast charger again to whip the plant Evos away as apple pills laughed.

Meanwhile Lioness was running she knew what was coming and she want to avoid it.

Ten minutes inside later Rex was panting down on his knees the plant Evos around him as Apple pills held out a flaming big fucking sword Built smiling while holding the fillies but then she notice something her plant evos where turning back into plants.

the fillies back to normal ponies including herself as she start to crumble and she screamed, "WHAT IN THE HELL!"

That is when she heard a voice saying "Hi I am Fitzy Feakins my powers make all the nanites around me turn off!"

Applepills jaw dropped, "that's cheating!" she said as she was dust blood nanites a hair and the element of honesty with Rex grabbed as he panted, "If you where a minute late I would be dead as fuck!"

the man looked to the pony cutie mark crusaders, "I am sorry but is that a real life unicorn and pegasus!"

Rex pulled out money and hand it to him, "your next milkshake is on me if you keep your mouth shut!"

the guy took the money and left happily as Rex fell to his boot soon he was gone and the cutie mark crusaders were back to anthro and Rex made his smack hand build with his left hand while holding the element in the right as he said, "yeah it was cheating , but fuck this! She was right about her drug ring continuing! And because of it my brothers magic tracker is useless now with all the magic powered temp Evos running around."

Apple bloom then walked up and said, "geee mr Rex this seems to be getting harder and scarier as it goes along?"

Rex nodded as he returned his hand to normal, "yeah that's what makes it real life! Some times I forget you ponies come from a world of black and white good and evil absolute and were thrown in to this world or grey!"

Sweetie belle sat beside him smiling as she said, "yeah, but we won't trade it as we got to meet you a real life super hero!"

Rex smiled and petted her head as Scootaloo then said, "yeah you've taken care of all the elements of insanity so far two more that's all there is!"

Lioness then came in and cat down hugging Rex and purring as he smiled and hugged the catgirl, "yeah you make a point kids but this one was fucked!"

Later on in the holding cell the four elements of harmony sparked for a moment as a laugh came form them!

Watching this in Equestria was Discord as he said, "this isn't good girls! The elements are still corrupted! And I can only watch now my ex-wife is using our son to bring the elements together on earth to do what ever it is she is planning!"

Fluttershy still as a little fairy thing held a hoof to her chin, "Oh my! We have got to find away to warn him some how before Cosmos plan cames to be!"

Rainbow dash then held up a hoof, "why I am pretty sure your future step sons can handle this Fluttershy!" Discord and Fluttershy turned red as rarity said, "Glad someone said it!"

to be continued.


	17. Chapter 17

The next day on a beach Rex was relaxing in his trunks on a beach chair as he looked to his brother in matching trunks, "come on bro we need a day to relax after all this crap Mom's put us through!"

Caesar looked to his brother, "Easy for you to say you're the only one talking to them!"

Rex smiled as lioness walked by in a red bikini as he said, "And that makes you the lucky one as far as mom talking to me is! She crazy she loco! She so loco just thinking about it stops me form enjoying my girlfriend in bikini in front of me!"

Doctor Rebecca holiday walked out un wrapping a towel to show off a blue sling one piece with made Agent sex in his swat gear pass out as she smirked, "I can use magic now, control the weather and punch down a skyscraper but I don't need any of that to beat the sixth most deadly man on the planet!"

At that point Scootaloo Sweetie belle and apple bloom ran by in what looked like school one pieces, happily singing a song about the beach!

the other pony people were their guys in trunks girls in swim suits, Lofty walked up in a dark green one piece blushing as her wife in a red bikini with fluffy swim skirt held her arm and said, "We need this day!"

In the water the girls were splashing when Tiara walked up same swim suit as the other fillies and said, "Guys I think I saw rumble with something weird!" she said pointing as they head off.

to see the pegasus Colt in blue trunks the colts all where in looking at something and Sweetie belle looked at it, "is that a ring?"

he held it turning away as Scootaloo flow over and landed in front of him, " it has a picture of a nanite on it! rumble I think that is important!"

Rumble held it close, "I found it it's mine!"

Apple bloom crossed her arms and said, "Really now what are you two?"

At that point silver spoon ran up screaming about a bird chasing her, "IT WANTS TO NEST IN MY MANE!" at that point the bird took the ring and in a moment the seagull changed.

It became as big as a lion with claw tipped wings a beak full of teeth and hissed the ring showing on one of it's teeth and the six foals ran for it yelling, "EVO EVO EVO!"

A moment later Rex came in punching it with smack hands but it returned to the normal bird as the ring fell off it's tooth. He returned his hands to normal as he picked it up, "… ok What?"

he held it out to his brother as he asked , " sabes que es esto?"

Caesar then blinked as he came over to it, "I remember that it was nanite remote control where did this comeform?"

rumble tried to run but Tiara stopped him, "rumble found it behind some rocks! So what does it do?"

As most of the foals were relatively new to this world they didn't have the know how the aunts and CmC had so Sweetie belle said, "sort answer it's machine that makes other machines do stuff!"

Silver spooned adjusted her Glasses before running form the now normal, bird again " GET AWAY MY MANE IS NOT NESTING STUFF!"

Caesar point at it but said, "yeah it would allow the wearer to turn on the nanite powered machines they were making I guess with damage short circuiting and possible repairs it now turned on Nanites within the wearer! Or in short wear it and you go Evo?"

Rumble was about to say something but Sweetie belle covered his mouth ,"two legs instead of four means you are an Evo Rumble with is why it did nothing to you or rex you are both Evo already!"

Rex then made a smack hand as he said, "So I'll just crush it and end this no big deal!" he said going to crush it and sure enough it worked as he dropped it, "See nothing to it!"

Caesar held his chin, "I don't think so Rex the nanites have done some pretty reality bending things and something like this may not go down with out a fight!" he said pointing down to see the ring repairing itself in Rex's hand.

Rex's build fell off making him drop the ring, "WHAT IN THE MANE OF!?" he made a cross over himself as he stepped away, "HOW EVEN!?"

Caesar held up his hand, "Make sure nothing grabs it I'll be back with my mobile tool!" he said leaving then coming back with his hand scanner and he scanned it, "oh I see now the nanites inside the ring are native it's an Evo machine! The Nanites repair their home then treat the wear as an extension of the ring to activate their nanites!" he said holding his machine.

Scootaloo then to Tiara's shock, "So the ring fixes itself so why can't Rex do his turn off command thing on the ring!"

Rex picked it up and tried, "Ok let's see now!" the blue light on his hand was flashing yellow as he said, "the ring keeps reactivating the ones in it I can't cure it! ….. so weird so weird!"

he said walking over to his beach bag as he said, "if the ring makes Evos and we can't get rid of it let's to the simple common sense thing shall we!" he said pulling out a case opening it and putting it inside, "and keep it in a case with a lock shall we!" he then hit the number lock as he said, "My little incase I forget who I am lock journal thing will work!"

Tiara raised an eye brow, "… if you forget who you are who would you know the code?"

Rex made his hand glow making it open as he said, "I have I can open it with Evo powers written on the underside!" he said relocking it," the lock is for other people can't use it to try and blackmail me like my old one! When we get back to base we'll turn this ring in and have it locked up tight! A gold ring causing trouble it's like that book!"

the super hero then put the thing back into his bag as he said, "Now I believe we have a beach day to get back to!" he said as Lioness grabbed his arm and pulled him along as he waved saying, "see you guys!"

Later on when night was falling and a fire was started Rex check his bag to see the case still their as he said, "yep still their!" he said happily as he went to join the party as he said, "good a relaxing day just what we need after all this shit!" he said as he saw lioness going for limbo and he smiled.

Meanwhile in Equestria.

Pinkis cupcake laughed as she said, "I'll be ready for action on Halloween night it'll be perfect for my haunted house of horror mirrors and the perfect way to get rid of Rex's powers!"

Brutalight then trotted up asking, "and just how does the element of bloodlust plain on doing that?"

the deranged copy of pinkie pie smirked as she held a knife with her hoof, "simple Brutalight my dear sweet plot my play ground fun house use nanites to stick people to the rolls they dress as! Rex is already planning to go in costume with the fillies so he will be stuck to his costume as his powers not his own! No cure touch no reverting me back to my parts! Simple!" she said pointing it out.

the alicorn clone nodded as she walked over ot her and moved her mane behind her ear making the other mare blush, "good and also here is something for good luck!" she them grabbed and kissed the pinkie pie clone!

watching with discord was Twilgiht saying, "BUT I LIKE STALLIONS!"

Pinkie pie jumped up " ME TOO!"

discord then rolled his eyes, "No copy is perfect girls! I honestly think Cosmos make all this clones lesbians so they won't try to hit on our sons! Not that there is anything wrong with being gay, just they are super villains and that's what we are judging them on, that and how they cowardly hide behind others faces!"

to be continued.


	18. Chapter 18

In the base Tiara was walking when she notice her dad her his new providence uniform kissing Kenwyn Jones and she blinked before saying, "Well I like her better then my mom so this can work!"

She then walked up making both adults jump, "Kenwyn please end up my new mom! I beg you!" she said bowing making the adults blush as Filthy said, "gee,,, how about you go play with your friends."

the little Filly then count on her hands, "silver spoon, Apple Bloom Sweetie belle , Scootaloo and babs Seed are my only friends Babs is still back home Silver spoon has the flue and the cutie mark crusaders left with Scootaloo's aunts to go meet Rex's grandma!"

Meanwhile in a village Mexico Stepping out of the pod lab was Caesar, " home sweet home!"

Rex hopped out then helped Down lioness giving her a kiss and pet between the ears making her pur as she said, "I wonder how Abuela is doing, and if most of the downs Evo mutation returned?"

Lofty then flapped as she got out, "wait what mutations?"

Caesar then said, "oh last time we were here we found out our adopted cousin and most of the town had an evo mutation that made them werewolves turning at night and bite infecting others and all!"

Holiday blinked as she came out and asked, "And Rex cured them?"

Rex rubbed the back of his head, "when I had a second of mode and cured everyone but a lot of those Evos went evo again, So hopefully if they reactivated they kept the full control of themselves change at will alter we gave the but then again if Federico had become feral werewolf again I am sure grandma would have called us!"

Scootaloo jumped out and happily said, "your family is awesome Rex and I mean that! Like way more Awesome then rainbow even if one is evil!"

Apple Bloom held the hand Rail as she got out and said, "Really! That ain't funny werewolves!"

Sweetie belle came out and added, "really I am sure they can't be that scar!"

that is when an Evo werewolf popped out of the bushed and roared making the Fillies Scootaloo landed on Rex, Sweetie belle on lioness, and Apple bloom on Caesar.

the three put the girls down as the brothers said, "Not funny Federico!"

holiday was shaking behind Rex while Lofty was in the air panting and breathing into a paper bag as the werewolf returned to his human form and said, "sorry couldn't help myself!"

Rex and his adopted cousin did the handshake as he said, "your lucky I didn't cut you in half with the bad axes!"

Lioness growled at him and the wolf dude nodded and said, "… figures she won't like me and we would be like cats and dogs!" he then changed and growled back.

Caesar then pulled out a whistle and rex pulled out one and in a moment they blow making the Cat and dog hold their ears and pain when they stopped rex point to his, "Dog whistle." Caesar point to his and said, "Cat whistle!"

they then moved on coming to abuela's house and before rex could knocked the old woman hugged him, "Rex Caesar and friends Come in come in!"

Soon enough they were at a dinner table eating the food traditional with some vegetarian stuff for the equines.

Federico, "good to have you again cus we could use the help!" before he could continue their grandmother spoke up "no hables de eso en la mesa de la cena!"

Caesar then pulled out his mini computer and said, "News said some of the goats have been vanishing"

Scootaloo then said, "Please the Chupacabra is a myth!..." her eyes widened as Caesar held out his computer to show Rex battling said monster.

the older brother "We though it was an evo but it had no active nanites and as it was found eating goats we had to confirm this legend was real but kept quite so that won't happen!" he said pointing to the two flying ponies now handing to the sealing fan.

apple Bloom raised a hand as Rex said, "it wasn't an evo we had no right to do anything to the thing!"

the grandmother sighed as she crossed her hands and said, "well sense its out of the bag sense they have been building that new shopping by knocking down some of the forest it's been attacking our farms."

Federico said, "yeah with it's home gone it's been hunting in the grounds next to the villages farms using said farms for free lunch! I know I fought the thing last night it's poison bite almost killed me I was lucky the rattle snake anit-venom worked."

Sweetie belle gulped as she finished a taco and said, "…. So as an equine with this thing eats… please go kill it!"

Holiday then happily said," thank goodness someone said it!"

Rex rolled his eyes, "it's an animal it has a right to life Look there is like what three goat farms in town me Lioness and Federico will just hand at them on our own when it comes the other signal for help someone holds them off then all three of us handle it and knock it out! we use big brothers lab to drop it off far away into the woods where it won't be able to find it's way back no more problem! Just one night! Unless the thing went Evo then we could have a problem!"

Meanwhile in the forest The Chupacabra was glowing and holding it's sides in pain roaring as it fell over it was going Evo.

that knight Lioness was holding her spear at the farm and she saw the beast show up now bipedal and she hit the thing on her side to signal Rex and his cousin to meet her here!

the goats screamed as the beast roared out, "FOOD!" Lioness then roared back stunning it as she charged and went to stab him with her spear only for it to shatter completely on it's hide as it back handed her back.

the cat landed on her feet and said, " you went Evo didn't you!"

the beast said, "Got smarter got sharper front claws got hungrier!" as it charged dropping to all fours as the Lion lady charged at it too.

the lion jumped up avoiding jaws to land on it's back where all ten of her claws dug in thanks to landing on her hands and feet with a smirk as she scratched at it only for her eyes to widen as it healed, "I am just pissing it off get here please back up!"

the thing then rolled over crushing her before rolling back to it's feet as it said, "Eat cat!"

Lioness's eyes widen only for Federico to jump out and grab it in a neck lock form behind, "NO EATING MY COUSINS GIRL! COUCH YOU BASTARD!"

Lioness nodded as she sprung up and landed a tackle to it's stomach, the beast still stood but gasped in pain as it choked.

Moments later on the Rex right with a right smack hand out Came Riding Rex, making both Animal Evos leg go of the beast as Rex landed the metal high speed fist to it's head knocking it out.

Rex dropped his builds and touched it turning it back to normal as he said," their!"

when the beast woke up it was in a new forest back to it's normal form the plan had worked.

to be continued.


	19. Chapter 19

Rex was out in the desert on a walk with lioness, "your roar no longer works on the elements of insanity, My brothers tracker thanks to the Applepills drug to much magic for it to matter, I feel like every time we get a counter my mom counters it!"

Lioness held his arm and fanned herself, "At least your not in the Mexican sun in fur dear!

the Teen hero rubbed the back of his head, "yeah sorry mind on my work! I mean superhero it's a lot to drop on a teen! I mean I didn't even ask for the job! But I guess it's worth it as it got me you!"

the lion lady then grabbed his face and kissed him deeply. Rex smiled and put his hands on her hips happily.

unknown to them watching through the eyes of an evo Raven was Pinkis cupcake

the mare was eating what looked like a cupcake filled with orangs as she said, 'that is just gross!" she said looking to the skull she had on her desk, "anyway it's almost Halloween I just need to make sure Rex wears a powerless costume."

A few weeks later in the Mexican village the foals were trigger treating Rex was walking with the Cmc with Lioness, Rex was dressed like a Knight with no helmet, Lioness just had fake wings on to be a manticore Scootaloo was dressed like Rex with a cardboard boogie pack, Sweetie belle was in a princess outfit, appleBloom was a cow girl with fake guns.

That is when they spotted snips Snail, rumble and button mash leaving a haunted house screaming " NO SCARY!"

the haunted house was in an old manor and before long the four boys all dressed as providence agents were talking about how a "filly couldn't make it if they couldn't!"

in a moment Scootaloo crossed her arms and said, "What was that?"

Rex rolled his eyes as he watched the back and forth, "Lioness take the other two Fillies ahead I know where this is going!"

Before long Rex and Scootaloo entered the haunted house scootaloo's cardboard boogie pack falling off so she shrugged it off.

In a moment what looked like Beowolf came out it was clawing the walls showing they were real in a moment Rex tried to make smack hands but it won't work so he ducked, "Ok what happened to my powers!"

Scootaloo ran for the door but it won't open as a voice came over a speaker and it sound like pinkie pie, "Welcome to Pinkis cupcake's fun house or horrors were how you dress decides your roll! This guy came in as Beowolf so he is beowolf you came in as a knight so all you got is a sword!"

Rex drew the sword sure enough it went form plastic to real he tried to use it only for Beowolf to slash through it, if this really was beowolf and not just a victim as the element of insanity laughed," I let those boys go to get you in here Rex were your powers won't work! It's how you took down Applepills so turn around is fair play!"

Rex was ducking with was hard in a metal suit as he said, "Metal pants! What were they thinking! " he spotted the hiding scared Scootaloo as he said, "Wait Scootaloo your dressed as me that means you can do it!" he said as he was knocked down by a claw hand slashing off his chest plate leaving him open for an attack.

the beowolf came down ready to make draw Blood but a crying Scootaloo ran out her left hand was the smack hand and behind her she saw the gear symbol as it hit knocking the Evo away.

the built dropped as Scootaloo blinked at it, "…. I did it!" Rex said up as Beowolf got up as he said, "Boogie pack!"

Scootaloo made it and the turbines blow Beowolf back in to a wall knocking him out as Rex said, "NOW CURE!"

the Filly dropped the built ran and tackled beowolf touching him and turning him into a normal guy who had the bad luck to enter the haunted house dressed as beowolf.

Scootaloo looked at her hands and backed up as Pinkis let out a loud cry of, "COME ON THIS IS HARDLY TO PLAN! YOU KNOW WHAT COME ON GENERATOR SCOOTALOO LETS SEE IF A METAL CHICKEN CAN HANDLE MY FUN HOUSE OF HORRORS YOU LOSE BEFORE MY NECK PATCH OF ORGAN CUPCAKES IS DONE!"

Rex got up removing the armor form him so he could at least move as he said, "yeah not creepy at all!" he said sarcastically as he looked back the door done and Scootaloo was using the big fucking sword in buzzsaw mode to try and cut the wall but it won't brake. "come on Scootaloo only forward to go!"

the filly dropped the build as she gulped, "Just want a normal nightmare night now I have to be a the hero!" she said walking in front of Rex as they head down in a moment she made smack hands to smash a dummy.

the currently powerless one, "you will drain yourself like that wait that dummy is dressed like Van Kliess with means!" rex quickly undressed the dummy and put it on including the arm as he said " Ok so this means!"

when what looked like Salamander came out Rex's new metal arm stretched and grabbed the Evo turning it to Stone to Scootaloo's horror as Rex's arm returned, "… yep…. I just did that….when depowered all the other statues returned to normal so let's end this mare and get things back to normal."

Pinkis in her office watching blinked, "WHY DID I GO WITH WHAT SCARES PEOPLE OF THIS AGE! I SHOULD HAVE GONE GLASSIC A VAMPIRE WON'T STAND IN MY WAY!"

As they walked.

Scootaloo came to what looked like skeletons playing cards and they moved arguing over who was cheating and her eyes widen as Rex pushed her along, "come along Scootaloo come along we are wasting time we got to get out of here before this Kliess hand strangles us both!

Scootaloo then quickly made the blast charger to whip what looked like a copy of the rabbit evo knocking it out with a shock she then dropped the build and touched the thing absorbing the nanites like Rex use to making the thing turn back into a kid in a costume and she gulped as they head along.

they came to a room filled with body parts as Rex said, "… yeah that's totally real! Come on let's move along!"

Scootaloo gasped as they came to stairs and had to go up them and up top was Gatlocke or what looked like him with a metal plate over his face minus an eye bolt into his skull.

Slashing with his arms robotic blades Scootaloo made Block party and cried, "so messed up! I am just a little filly!" she said crying.

Rex then gave a golden fist punch to the guys face shocking him and knocking him out form a teaser shock to the brain and body, "right you are Scootaloo this is a nightmare mess, now come along girl destiny awaits!" he then slapped himself, "…. Shut up in their Kliess this is my body! MINE!"

Scootaloo was crying as they head off, "We are going to die! We are so going to die! She said as they came to a hall paved in bones and gulped, "so dead!"

it lead to an arena with what looked like a massive three headed lion jumped out!

Scootaloo make punk busters to kick it away, or at least one head.

Rex stretched out his golden arm grabbing the middle head turning it to stone the left head Scootaloo hit was knocked out, and he said, "one head left!" the last head then bit off the arm making the whole costume fall off of Rex leaving him in his knight outfit's black body suit making him say, "SLAM CANNON NOW!"

Scootaloo dropped punk busters to summon the Cannon and fire on the last head hitting it knocking it out.

the two then ran to the door behind the knocked out lion!"

to be continue


	20. Chapter 20

Rex and Scootaloo where in a creepy library now the books appeared to be made of and written on skin.

Scootaloo had a fun chuck out for light as she said, "… this is really tiring how do you do it?"

Rex then spoke up, "Normally no one else can!" he shivered, he was back to his old knight costume's body suit and it was cold here, "Going to Freeze to death in here! Ok now let's see there is always something to help you in this creepy rooms!"

he said before finding what looked like a blank white mask and he smiled as he ripped it in a pool of something red he didn't want to think about and find stuff to make two make two small fake arms and he put the fake arms on his chest and the mask on and he turned into no face.

Scootaloo gulped as Rex spoke with out words in her head, "Now come along Scootaloo we will have no problems now!" he said as they evo monster appeared only to move aside, "No face can control Evos that don't think we can walk right to Pinkis cupcakes now who I am also talking to!"

In her office Pinkis was looking scared as Rex spoke in her head, "I turn this fun house of yours against you I've ordered all Evos to attack you!" at the moment Evo monsters with no minds appeared in their to attack her making her scream as she grabbed a knife with her mouth and charged.

before long Scootaloo and rex walked up the stairs and came to pillars of butchered and hatched bodies as Rex said, "I know the Evos were screaming but to see it she did all this with a knife on guard Scootaloo!" the filly made blockparty!

At that point the bootleg mare jumped out knife in mouth tackling Rex only for him to hold all four of her limbs with his for legs and land a high kick to her face making her spit out the knife so it landed in the roof.

He soon flipped her around and kept the hold on her as she struggled, "quickly cure!" Scootaloo then touched the pinkie pie clone on the stomach and in a moment she screamed as she broke apart into blood nanites a hair and the element of laughter.

At that point the no race parts fell off Rex returning him to normal as the Evo bodies turned into normal still living people Rex made a smack hand and smiled as Scootaloo saw her block party build gone it was over!

She was looking sad but Rex smiled as he pulled something off a wall and showed it to her it was her using the block party built hand to cure pinkis cupcake and below that pictures of everything else she did and she smiled as Rex said, "it may have been a fun house our mind makes it real kind of deal but you got proof of it!"

they then walked out through the door to see the town clock showed it was midnight and Scootaloo looked sad, "great your version of nightmare night is over" she even sounded it.

Rex then smirked as he petted her head, "I know the numbers to the providence credit card and a twenty four hour donut shop let's go get you that I eat to much sugar stomach ache shall we?"

Scootaloo smiled and the next morning in the base she was laying holding her hurting stomach happily looking at her pictures form Pinkis fun house as she said, "I was the hero this time!" she smiled as she drank some medicine.

unknown to them the five elements sparked in the holding chamber a few times.

Meanwhile.

Cosmos speaking through Luna trotted in to a room, "Five out of Six of my elements of insanity failed!"

Celestia then walked in and continued for cosmos, "Doesn't mater really because Brutalight will get the job done or the six elements will be in one place on earth."

Twilight walked in and continued speaking, "with will allow me to open the portal to merge this worlds and set my body free!"

Zecora trotted in continuing it, "it will coast us half of both worlds but I'll be in the same world as my husband and baby boys again!"

big mac then finished, "so I still win!" all five then appeared in blue sparkly party dresses with afros dancing to a discoball happily this was cosmos's action, and they were forced to as they were her puppets and she had all her base covered.

Meanwhile back on earth.

Rex was throwing a ball against the wall of his brother's lab and catching it, "You think there is some bigger picture in play here?"

Caesar looked confused as Rex said, "I mean think of it despite having adapted to our counters the elements of insanity are still going down to easy leaving the elements…"

in a moment Rex caught his ball and both made a made dash for the container and Rex ripped it open with a smack hand and sure enough their was sparking light between them before they just dropped them in not watching.

Caesar held his head, "Get holiday we are going to need brain power!"

Not to much longer the doctor and Caesar watched the scan as holiday said, "it's trying to open a portal it doesn't seem to matter how far as long as they are on earth they can do it! she has been playing us!

Caesar then sighed as he said, "And we can't stop it the last of the elements of insanity will need to be stopped and doing that will release the last element of harmony corrupted by my mother we can't stop her no matter what the next element of insanity wins!"

Holiday looked down sadly at the statement it was true and all she could say was, "I know!"

Meanwhile Lioness was laying in Rex's Lab as he sat on the floor he was petting her, "I mean Mom played me played me like a fiddle to get this happening we don't understand them enough to reset them so no matter what the last element will win!"

a week later

Brutalight was standing over the city of Tokyo with a smirk as she summoned mist with a wing flap, "go activate all the nanites turn this place into a wasteland so long as I live!"

She smiled as she held a hoof to her chest, "Now Rex will need to cure me to release the element to cure this city and save everyone with will summon my master I'll tire him out for her but no matter what the elements of insanity and Queen Cosmos has won! No matter what Providence loses! No matter what Rex loses!"

She laughed evilly in victory the deck was stacked by her fellow elements of insanity no matter what plays happened she would win it would be the end of two worlds as they know it.

she kept laughing before stopping and adding, "No I shall go hide in Tokyo tower and wait for Rex to come in alone as everyone else would go Evo to face me! I'll leave him sighs to find me! it'll work it and I will win even if I Die! But if I win the fight I can just give up my being to summon my queen and she will have her son already well one of them. No matter what evil will win this battle and the war!"

She then flow off smirking evilly at her makers plan and how it came to pass so easily right under the heroes noses!

to be continued.


	21. Chapter 21

In the chaos of Tokyo Rex was flying with his boogie pack with Lioness on his back, " Normally I would look for my friends and brough bobo but let's not no matter what Cosmos plans come to play so let's skip the big long fight and just get the fight over with!"

Lioness roared keeping away the feral flying Evo as they landed on Tokyo tower. Lioness jumped off spinning her new spear.

where brutalight come up trotting as she said, "Welcome I am brutalight spearcakes element of dark magic and last of my sisters the elements of insanity Also kind of want to thank you for killing Pinkis cupcakes was much easier then braking up with her!"

Lioness blinked," you said she was your sister and your lover…. This is some medieval level cringe!"

the element of insanity, "Two on one that's not fair let's fit that!" in a moment she glow turned into two orbs of light with became two mares,

the first pink with black and red mane and tail with a watch " Christian Brutalight sharple!"

the other was blue with rainbow mane and tail saying, "I am Weasellight sparkcake!" she said happily turning to charge at lioness while the other charged at Rex.

Rex made block party to block a beam, "talk about split personality!"

Lioness was ducking as Weasellight's horn glow green firing off acid with melted the metal of the roof the pony then fired off a red beam with the cat girl rolled out of the way just to see it hit an evo bird making it's head vanish.

Loness blinked as the horn became light green making Lioness turn green as her weight tripled making her fall through the roof into the tower were she returned to normal and got up having lost her spear.

the pony then charged in shooting a blue nail gun as she said," DIE!"

Lioness was quick to flip duck and avoid all the nails making the split personality drop it and make her. The pony then fired off a black beam as she said, "die!"

Lioness used a metal panel that was knocked off to reflect it back at the pony making her in flate like a balloon till she explode into purple slime all over the place.

The cat girl shivered and quickly used a chair to knock down a sprinkler head above to use the water to clean herself," Grosss EEEWWW EEEE She's in my fur she's in may fur!" she said horrified.

Meanwhile above Christian brutalight sharple was in the air firing off beams as she blinked, "My mother half just died!" at with point Rex using his block party summon summoned his sky slider and took over hitting brutalight with a high speed shield bash that knocked her out!

As she fell Rex dropped his builds and fell on top of her grabbing her neck making her glow and turn into blood the element of magic and a hair.

All around them the Evos start returning to their old selves for the air born flyers this was for the most part death making Rex scream at it.

he hit the metal roof," So many lives lost! ALL BECAUSE OF MY MOM!" he said holding his head as the element of magic glow.

At that point the other five elements broke out of the vault and flow off into the air the element of magic flying to them.

the now dripping wet by Clean Lioness came up and Rex grabbed her bridal style and made the boogie pack, "Come on my mom is coming and it is going to suck!" he said flying off with her the speed of the light drying her off.

before long the six elements meet in the middle above the ocean and Rex looked down the land mass were shifting and combining.

In Equestria Cosmos Avatars were dancing around happily as the same land mass merging happened to this world as a portal opened in the sky.

in an area between worlds Cosmos her true body smiled as she moved, "Moving again perfect!" she said as she looked to her left to see earth now with a super continent , Equestria in the same state.

In a moment the half of the planets that had no land masses on both sides exploded as she entered earth's universe and brought the half of a planet of Equestria in to this universe.

the two half worlds meet merging into one whole planet fusing at the sides making the ocean over the mending middles boil like stitches.

Cosmos smiled as she head down her Avatars merging with to her becoming part of her as she stood on the earth side of it in Tokyo stretching as she happily said," At least I am free and stronger then ever!"

At with point she noticed Rex standing below her with Lioness the cat girl was shaking but Rex stood tall and brave as Rex called out, "DO YOU KNOW OW MANY PEOPLE AND PONIES JUST DIED BECASUSE OF YOU!"

Cosmos pinched his face, "you shouldn't talk to your mother like that boy!"

Rex knocked her hand away and let out a cold, "My mother died a long time ago Cosmos!"

Meanwhile.

Doctor Holiday Agent Six , Caesar Bobo and the rest of the base appeared in what was Ponyville with discord appear to meet them with the still fairy like Fluttershy with him as he said, "Oh boy this is bad!"

Caesar blinked and asked, "papa!?"

he nodded but discord said, "yes but save the reunion and everything else for later we need to act first Your mother is stronger then me already and she just absorbed other to power boost herself, we need to act fast I know of a thing that can steal away magic I'll send you all to get it just hurry back with it Rex needs the help if we get rid of the magic he can handle the Evo!"

before long the four end up in a temple.

Agent six had his swords, "I think we best hurry!" he said looking at the warping sky.

Caesar nodded pulling out a blaster as he said, "yes very much so!"

Holiday cracked her knuckles, "well I am ready!"

bobo was making a cross on himself " I don't want to die.

they all then head into it.

Watching this and Rex was discord in the base on the monitors as he said, "it's all my fault I was the lead on the nanite project if I hadn't make them my world wouldn't have suffered and Equestria won't have!" he said clearly hating himself.

Fluttershy petted his nose, "It's ok Discord you were trying to help, now all you can do is clean up the mess and have faith in your sons and believe together you can knock your nag of an ex-wife down and save what's left of two worlds…. Gee that's not very comforting … if I wasn't so tinny I would have just kissed you and rubbed against you, but I'm smaller than your hand right now this sucks."

to be continued.


	22. Chapter 22

In that temple.

Caesar was using his hand device to look at a door way, "Dad programmed in a translator so I can read the writing through it's eyes, it says should shadows touch this place all she be …swish cheese?

they then walked into a room with spikes on the walls floor and no roof and he said, "Oh I get it!" he said understanding the warning now.

Six then throw one of his swords and as soon as it's shadow casted the spikes all grow longer covering everything before resetting and bobo said, "I need a new diaper yes I called it a diaper deal with it!" he said stunned at what he just saw.

holiday blinked as she said, "Ok how can you cross this!"

Caesar snapped his fingers, "that bubble shield! Thing if you make it around all of us we can just run through it light shining everywhere no shadow casting!"

the new alicorn put her hands together and did it and in a moment they all slowly moved across the spikes Bobo doing crosses on himself as he said, "don't like it don't like magic don't like it!"

Caesar then said, "form the headache it is I most agree!" he said as he was speaking form a scientific stand point , " Mostly form what it did to my mom!"

they soon came to the other side as they entered the next room with writing as he said, "to get the path hit the target …. Dance monkey dance…?" he then looked up to see dead monkey's everyhere and Bobo fainted.

Agent six spotted a target and throw his last sword at it hitting the target and opening a door as the blade returned to his hand, "Some one grab the moneky!"

Holiday hovered Bobo behind them as they came to the treasure room to the bell as Caesar said, "We need something the same weight to replace it with!"

Six grabbed one of Bobo's guns and quickly walked over and used the gun to knock off the bell while dropping the gun, and grabbing the bell, "Got it so this will take away Cosmos's magic leaving her a normal Evo! I guess we better get to it then!"

bobo then woke up and screamed as the monkey bone form the last room animated holding clubs made form tree branches, Bobo fired, "DIE UNDEAD THING!" but they reformed!"

Six throw the bell to Caesar, "run call your mobile lab and fly this to Rex the rest of us will hold them off we are fighters after all go help your brother stop your mother!" he said running into battle undead monkeys while Bobo Was freaking out form the this.

Caesar nodded as he spotted a crack in the wall and ran out to see Two ponies who blinked in confusion at the sight of a human and he turned, "oh you two most be Scootaloo's parents just like she described!" he said hitting a button on his waist , " would stop to explain but I have to use this bell to take away my mom's magic before destroys everything everywhere!" he said running leaving the two confused ponies behind.

As Caesar spotted his mobile lab coming in for a landing, " come on little brother hold her off!"

Meanwhile Cosmos was sitting on a throne made of buildings , " I simple don't know what you are complaining about Rex I said you could keep your pet cat!"

Lioness hissed but Rex stopped her, "Run lioness this is something I best do alone!" the cat girl turned to run nodding looking back to see Cosmos' smirk looking like the devil incarnated.

Rex looked up at her, " really Lady? Let me count it you destroyed a planet, we are currently on two fused halves so yes it's a whole planet you destroyed!"

the evil lady nodded and said, "Ok I will give you that point but watch the tone young man!"

The Teen hero rolled his eyes, "here is another thing how many humans and ponies died form this how many?!"

Cosmos coldly said," why the total number is in the billions!" she didn't seem to care or understand why Rex would complain about it, "but now mommy is here again and can make her little boys princess so it was worth it!"

the teen made tight fist as he yelled out, "I AM A SUPER HERO ONE LIFE LOST IS A FAILURE FOR ME! ALL YOU JUST KILLED IS MY WORST NIGHTMARE!" he called out crying.

Cosmos seemed to care only because it bothered Rex as she said, "if you feel so strongly about it I can bring them back so they can be mindless drones to serve their problem solved!"

Rex made an Ex with his arm, "Can you give them back their minds?" he asked calling for a pause.

the giant woman sighed, "no the souls are gone they can't come back , unless you didn't have one before hand or your ok with being a ghost!" Kliess and the other guy Came to Rex's mind.

our hero then looked up, "then you are making them worst then dead! And you don't care that isn't what my mother would do!"

Cosmos looked down pointing at him as she said, "Now you listen here Mommy has been through a lot and learned the world isn't nice or kind!"

She was soon cut off by her son saying," The ponies world was! Look they accepted Dad just fine after he acted like an adult! If you did the same you wouldn't have been in this mess! You wouldn't have been sealed soul in one place body in another you never would have had to be a parasite or destroy a world to return! All of this was your choice!" he said moving his arm out as he called out, "And all choice have effects this effect is your not my mother your my enemy!" he said making his smack hands.

Cosmos blinked and laughed as she snapped her fingers making his build drop, "Oh Rex your too funny you can't hurt mommy she knows all the shut down codes their I turned off your nanites"

Rex was wide eyed as he struggled to make a build.

That is when Discord showed up with Fluttershy as Cosmos yelled, "YOU BROUGHT THE OTHER WOMAN HERE!"

Rex then said, "I would happily call Fluttershy mom over you!" Fluttershy still small let out an " oh my!"

Discord rolled his eyes as he put a hand on his son's back, "you forget dear you are not the only one who knows the codes and while not as strong as you I can still do this!" his hands clow.

inside of Rex's body the omega turned on and replaced the center sphere of the complete meta nanite.

outside Rex light up as his smack hands returned in blue as Discord said, "I merged meta and omage and rewrote the codes you can't take his powers away again do me proud son!" he then vanished with Fluttershy in a snap.

Rex took to the air with the hover board build before dropping the board and coming down landing a right hook right to Cosmos face making her fall out of her throne and hit the ground as he landed on a ruined building, "time to start the revolution and dethrone the queen of chaos! I bet Ben never had do deal with this bullshit!" he said as Cosmos got up looking pissed.

She growled, "YOU LITTLE BRAT!" She said trying to crush him under claw only for Rex to jump back and avoid it landing on the ground.

to be continued.


	23. Chapter 23

With his now Blue Smack hands Rex landed one massive punch to Cosmos stomach making her slide back as he changed to his boogie pack as she yelled, "YOU LITTLE BRAT MAMA IS GOING TO HAVE TO BRAKE OUT HER BELT!" she summoned a dark magic whip and tried to strike him but rex was avoid it.

his turrets then turned and fired off their cable weights landed two hits to her eyes making her cover them and yell in pain.

that is when he landed on a ruined building and changed to Slam cannon and fired hitting her in the neck making her gasp for air and hold that while blinded as she called out, "How can you hurt your mama like this!?

Rex summoned the Rex ride and drove off at high speed with the ham hitting her foot with knocked her down as he flipped changing to Punk busters with he used to high kick her in the gut as she fell and he said, "My mom has been dead and gone along time lady!"

the kick made Cosmos spin as she hit the ground face first and Rex changed to Big fat sword like all his builds it was now blue as he set it ot buzz saw mode and charged as she got up slashing her stomach leaving a wound.

She screamed and hit the ground the quake knocking Rex back so he switched form sword buzz saw to Blast charger. His whip arm grabbed Cosmos finger letting Rex Swing to a roof while shocking her making her roar in pain.

Once on the roof he changed to funchucks and jumped off landing to impact strikes on her back between the wings making the goddess of Chaos scream in pain as she yelled out, "HOW COULD A RAISE SUCH A BRAT!" she said as her sight returned, turning her neck at a horrifying angle to look at him and spit a fireball

Rex charged changing to badaxes as he slashed through the Flames jumped and landed a left Axe slash to her eye and he jumped off her head making the Block party build with both arms.

he smirked as he fell landing right on her foot making her scream in pain form it as he rolled off and got to his feet, "I was expecting more a challenge!" He build the sky slider and charged at high speed for her scare!

Cosmos roared and made an energy barrier around her only for her eyes to widen as midflight Rex took on his omage Evo form and land a left hook that smashed her barrier and hit her chest wound.

the impact made Cosmos gasp as Zecora big mac, Twilight, Luna and Celestia were knocked out of the fusion leaving Original Cosmos standing holding her gut her injuries gone but she was stunned looking at her son.

Watching form the base was most providence and most of the ponies Scootaloo blinked, "Please do the thing please do it!"

Rex put his fist together and fired them off like rockets and she said, "YES HE DID THE THING!" The impact seemed to send Cosmos flying back as new hands grow on the omega Rex who charged.

Pinkie pie who was still a normal pony was dressed in a cheer leader outfit with her still normal pony friends other then twilight cheering, "Rex rex your discords son if you can't do it we're all bucked!"

Discord looked at them and said, "Gee why to not put pressure on the boy!"

Meanwhile back with the fight Cosmos growled as he summoned her whip and landed a hit to Rex's robot chest making it turn purple and black as she landed other whip strikes on to his left shoulder leaving the arm limb and hanging, then the leg freezing it.

she kept doing it as she said, "Ok Mommy underestimated you but you still can't beat her!"

the next thing she did was hit her son in the head making his Giant robot form shatter leaving Rex in am impact creator struggling to get up but he stood shaking as he made the smack hands and was still trying to fight.

he went in the fist spinning but Cosmos vanished and appeared behind him at his size, "Mommy isn't going to make the mistake of being a giant target again Rex honey!"

he turned left arm block party right arm buzz saw mode Big fat sword trying to slash her but she vanished appeared behind him and held out her clawed hand shocking him with purple lighting.

Rex screamed is builds dropping as he fell to his knees as his mother stopped shocking him as she said, "proud of you standing up for what you believe in but it was against mommy so you most still be punished!"

that is when out of nowhere Caesar mobile lab crashed on it her exploding knocking Rex away.

Only for the Armored but no helmet Caesar to grab him and hold out the bell as he said, "I don't think so Mom!" in a moment the bell glow as did she making her scream as it drained her magic.

when it was over she held out her hand to try and shock them but nothing and Caesar smirked, "the bell stole your magic you don't have power anymore your just a normal funny looking Evo!"

Rex got up standing but shaking as he held out his hand, "that means she can be cured!"

Cosmos held her hands out, "boys boys it's been thousand of years for mommy doing that would make her look her age and turn her to dust!" In a moment Caesar used his machine to make a sound only Cosmos could hear so she fell over in pain as he said, "our mom has been dead longer then that!"

Rex then managed one more jump grabbing on to Cosmos as the circuit boards appeared as she cried saying, "I just want my family back!"

the Teen hero looked tired and beaten as he said, "we know but the way you did it make sure it won't happen!" before long Cosmos was gone literal dust in the wind.

As he passed out the ruins of the cities seemed to repair themselves as Discord and a now normal Fluttershy showed up and discord picked up Rex, "well Sons you did it!"

Meanwhile escaping the repairing prison was Van Kliess as he took pill making his robotic arm regrow as he smiled " well let's continue our dance Rex!"

A week later.

Rex was waking up to see Lioness cuddling on top of him opening her eyes and happily hugging her boyfriend, "your wake you been out for a week GIRLS COME QUIT REX IS UP!"

Scootaloo ran in tackling and joining the hug as apple Bloom in tears came in joining it followed by a smiling Sweetie belle.

Rex blinked, "A week is everyone ok!?"

Lioness kissed him and said, "yes everyone is fine the ponies are all anthros and it's a new world that need it's hero and Kliess escaped."

the hero rolled his eyes, "I figured as much Well at least this adventure is over now can you girls let go and help me up I am so very hungry! I could wipeout a taco truck right now!"

the end.

discord smiled, "the adventure continues but the story doesn't!"

an anthro Fluttershy in a wedding dress smiled, "I am so proud of my step sons for stopping their evil birth mom!" she then kissed her husband discord.


End file.
